<general_context>
	- Current date: 2026-11-04 21:05 UTC.
</general_context>
<company_context>
	- Ticker: PRPL.
	- Company: Purple Innovation.
</company_context>


                <data>
                    <label>Press release on Q3 2026 financial results</label>
                    <content>**Exhibit 99.1**
[IMAGE:  | Source: ea031091701_ex99-1img1.jpg]
**CONFIDENTIAL DRAFT**
**Purple Innovation Reports Third Quarter 2026
Results**
Positive Operating Cash Flow for the Third Consecutive
Quarter
Preparing for Major Mattress Portfolio Refresh
to Strengthen Performance in 2027
Lehi, Utah, November 4, 2026 – Purple Innovation, Inc. \(NASDAQ:
PRPL\) \(“Purple”\), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,”
today announced results for the third quarter ended September 30, 2026.
“Third quarter performance was mixed as we continued to navigate
a challenging mattress environment,” said Rob DeMartini, CEO of Purple Innovation. “We were encouraged by improving momentum
in our e-commerce business as the quarter progressed, supported by stronger conversion rates on Purple.com, and we opened two new showrooms
during the quarter, bringing our network to 57 stores. Wholesale was not where we needed it to be, and we have begun increasing sales
coverage and improving how we position and differentiate our products with retail partners.”
“We have taken steps to improve our cost structure, and are consistently
generating cash, with positive operating cash flow for the third consecutive quarter. At the same time, we are actively preparing for
a significant product refresh planned for early 2027, including new Essentials and Hybrid collections representing almost 90% of our mattress
unit volume. Our teams are focused on ensuring we are well positioned for a successful launch and believe these initiatives position us
to strengthen our performance over the long term.”
**Third Quarter 2026 Financial Results**
Third quarter 2026 net revenue was $96.5 million, down 18.7% compared
with $118.8 million in the third quarter of 2025. The decrease was primarily driven by lower wholesale revenue, along with declines in
showroom and e-commerce revenue.
Direct-to-consumer revenue, which includes e-commerce and showroom
channels, was $60.9 million compared with $67.2 million in the prior year period. E-commerce revenue was $42.4 million versus $45.3 million
last year. Showroom revenue was $18.5 million versus $22.0 million last year. Wholesale revenue was $35.6 million versus $51.5 million.
Approximately one quarter of the reduction was due to an increase of $4.0 million in reductions of revenue due to certain payments to
customers and a manufacturer under common control with a customer.
Gross margin was 43.4%, a decrease of 410 basis points versus last
year. The decline reflected lower production leverage and inventory adjustments partially offset by lower tariff costs and favorable channel
mix.
Third quarter operating expenses were $51.7 million, down 24.7% from
the prior-year quarter. The improvement reflected lower restructuring costs versus the prior period as well as lower marketing expenses,
and employee-related and professional services expenses.
GAAP Net Loss for the third quarter was $1.4 million, compared with
a GAAP Net Loss of $11.7 million in the prior-year period.
Adjusted EBITDA for the third quarter was a loss of $0.5 million, compared
with adjusted EBITDA of $0.2 million in the prior-year period. Adjusted EBITDA is a non-GAAP financial measure. See discussion under the
heading “Non-GAAP Financial Measures” below for additional information.
**Balance Sheet**
The Company ended the third quarter with cash and cash equivalents
of $28.3 million, compared with $24.3 million as of December 31, 2025. Cash flow from operating activities YTD as of September 30, 2026
was $10.6 million, a $38.7 million improvement over the prior year’s same period.
Net inventories as of September 30, 2026, totaled $53.5 million, down
$6.2 million from December 31, 2025.
**2026 Outlook**
We are maintaining our revenue guidance in the range of $420 million
to $440 million, supported by an improved marketing plan, normal seasonal strength in DTC, and new product introductions, partially offset
by continued pressure in wholesale. Adjusted EBITDA is now expected to be in the range of $15 million and $20 million.
**Conference Call and Webcast Information**
Purple Innovation, Inc. will host a live conference call to discuss
financial results on November 4, 2026, at 4:30 pm Eastern Time. Investors and analysts interested in participating in the call are invited
to dial 833-461-5787 \(domestic\) or 585-542-9983 \(international\) and enter Conference ID 735 896 138. The conference call will also be
available through a live webcast on the investor relations section of the Company’s website at investors.purple.com. Please visit
the website at least 15 minutes prior to the start of the call to register and download any necessary software. After the conference call,
a webcast replay will remain available on the investor relations section of the Company’s website for one year.
**About Purple**
Purple exists to help people get the best sleep of their lives —
by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our
signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments,
the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep
easier, stay asleep longer, and wake up with less pain.
That same comfort technology extends beyond mattresses into pillows,
bedding, and cushions designed to make everyday life feel a little lighter and a lot more comfortable. Because when pain eases and sleep
improves, everything else gets better too — your energy, your outlook, and your ability to show up for the moments that matter.
Less pain. Better sleep.
Learn more at www.purple.com
2
**Forward Looking Statements**
Certain statements made in this release that are not historical facts
are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate
the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future
events or determinations. These statements include, but are not limited to, statements regarding our innovation pipeline, our ability
to improve profitability, manage costs, generate cash, and optimize our business, the expansion of and benefits to us from our commercial
relationships, our ability to drive profitable growth and create shareholder value, and our outlook for revenue and adjusted EBITDA for
the full year 2026, our ability to manage upcoming debt maturities, the timing, scope, and anticipated benefits of new product launches,
and potential strategic transactions. These forward-looking statements are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the
Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Factors that could influence the realization of forward-looking statements include, among others: changes in economic, financial
and end-market conditions in the markets in which we operate; fluctuations in raw material prices and cost of labor; the financial condition
of our customers and suppliers; competitive pressures, including the need for technology improvement, successful new product development
and introduction; changes in consumer demand, including pullbacks in consumer spending; disruptions to our manufacturing processes; and
the risk factors outlined in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2026, and in our other filings made with the SEC. The Company does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
**Non-GAAP Financial Measures**
EBITDA, adjusted EBITDA, adjusted net loss, and adjusted net loss per
diluted share are non-GAAP financial measures that remove the impact of certain non-cash and non-recurring costs. Management believes
that the use of such non-GAAP financial measures provides investors with additional useful information with respect to the impact of various
adjustments, which we view as a better measure of our operating performance. Refer to the attached table for the reconciliation of such
non-GAAP financial measures to the most comparable GAAP financial measure.
With respect to the Company’s adjusted EBITDA outlook for the
full year 2026, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable effort because
of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for
such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but not limited to
warrant liabilities and stock-based compensation. For the same reasons, the Company is unable to assess the probable significance of the
unavailable information, which could have a material impact on its future GAAP financial results.
**Investor Contact:**
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581
3
**PURPLE INNOVATION, INC.**
**Condensed Consolidated Balance Sheets**
**\(unaudited – in thousands, except for
par value\)**
|   |   | September 30, <br><br>2026 | September 30, <br><br>2026 |   |   | December 31,<br> 2025 | December 31,<br> 2025 |   |
| Assets |   |   |   |   |   |   |   |   |
| Current assets: |   |   |   |   |   |   |   |   |
| Cash and cash equivalents |   | $ | 28,344 |   |   | $ | 24,345 |   |
| Accounts receivable, net |   |   | 11,550 |   |   |   | 41,272 |   |
| Inventories |   |   | 53,497 |   |   |   | 59,725 |   |
| Prepaid expenses |   |   | 4,715 |   |   |   | 5,487 |   |
| Other current assets |   |   | 4,901 |   |   |   | 5,891 |   |
| Total current assets |   |   | 103,007 |   |   |   | 136,720 |   |
| Property and equipment, net |   |   | 71,599 |   |   |   | 77,961 |   |
| Operating lease right-of-use assets |   |   | 63,651 |   |   |   | 67,271 |   |
| Intangible assets, net |   |   | 5,594 |   |   |   | 6,346 |   |
| Other long-term assets |   |   | 4,426 |   |   |   | 7,961 |   |
| Total assets |   | $ | 248,277 |   |   | $ | 296,259 |   |
| Liabilities and Stockholders’ Deficit |   |   |   |   |   |   |   |   |
| Current liabilities: |   |   |   |   |   |   |   |   |
| Accounts payable |   | $ | 39,720 |   |   | $ | 40,312 |   |
| Accrued compensation |   |   | 3,491 |   |   |   | 7,673 |   |
| Customer prepayments |   |   | 3,561 |   |   |   | 5,276 |   |
| Accrued rebates and allowances |   |   | 6,145 |   |   |   | 13,416 |   |
| Accrued warranty liabilities – current portion |   |   | 7,957 |   |   |   | 7,141 |   |
| Operating lease obligations – current portion |   |   | 16,075 |   |   |   | 17,366 |   |
| Related party debt – current portion |   |   | 135,083 |   |   |   | — |   |
| Other current liabilities |   |   | 8,530 |   |   |   | 10,339 |   |
| Total current liabilities |   |   | 220,562 |   |   |   | 101,523 |   |
| Related party debt, net of current portion |   |   | — |   |   |   | 111,305 |   |
| Accrued warranty liabilities, net of current portion |   |   | 18,556 |   |   |   | 19,570 |   |
| Operating lease obligations, net of current portion |   |   | 71,304 |   |   |   | 75,616 |   |
| Warrant liabilities |   |   | 1,400 |   |   |   | 16,150 |   |
| Other long-term liabilities |   |   | 1,626 |   |   |   | 1,764 |   |
| Total liabilities |   |   | 313,448 |   |   |   | 325,928 |   |
| Commitments and contingencies |   |   |   |   |   |   |   |   |
| Stockholders’ equity \\\(deficit\\\): |   |   |   |   |   |   |   |   |
| Class A common stock; $0.0001 par value, 210,000 shares authorized; 4,357 issued and outstanding at September 30, 2026 and 4,330 issued and outstanding at December 31, 2025 |   |   | — |   |   |   | — |   |
| Class B common stock; $0.0001 par value, 90,000 shares authorized; 3 issued and outstanding at September 30, 2026 and 7 issued and outstanding at December 31, 2025 |   |   | — |   |   |   | — |   |
| Additional paid-in capital |   |   | 595,301 |   |   |   | 595,593 |   |
| Accumulated deficit |   |   | \\\(660,449 | \\\) |   |   | \\\(625,280 | \\\) |
| Total stockholders’ deficit attributable to Purple Innovation, Inc. |   |   | \\\(65,148 | \\\) |   |   | \\\(29,687 | \\\) |
| Noncontrolling interest |   |   | \\\(23 | \\\) |   |   | 18 |   |
| Total stockholders’ deficit |   |   | \\\(65,171 | \\\) |   |   | \\\(29,669 | \\\) |
| Total liabilities and stockholders’ deficit |   | $ | 248,277 |   |   | $ | 296,259 |   |
4
**PURPLE INNOVATION, INC.**
**Condensed Consolidated Statements of Operations**
**\(unaudited – in thousands, except per
share amounts\)**
|   |   | Three Months Ended <br> September 30, | Three Months Ended <br> September 30, | Three Months Ended <br> September 30, | Three Months Ended <br> September 30, | Three Months Ended <br> September 30, | Three Months Ended <br> September 30, |   |   | Nine Months Ended <br> September 30, | Nine Months Ended <br> September 30, | Nine Months Ended <br> September 30, | Nine Months Ended <br> September 30, | Nine Months Ended <br> September 30, | Nine Months Ended <br> September 30, |   |
|   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| Revenues, net |   | $ | 96,506 |   |   | $ | 118,766 |   |   | $ | 290,506 |   |   | $ | 328,037 |   |
| Cost of revenues: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenues |   |   | 54,582 |   |   |   | 62,273 |   |   |   | 163,948 |   |   |   | 182,374 |   |
| Cost of revenues - restructuring related charges |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 995 |   |
| Total cost of revenues |   |   | 54,582 |   |   |   | 62,273 |   |   |   | 163,948 |   |   |   | 183,369 |   |
| Gross profit |   |   | 41,924 |   |   |   | 56,493 |   |   |   | 126,558 |   |   |   | 144,668 |   |
| Operating expenses: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Marketing and sales |   |   | 36,273 |   |   |   | 45,762 |   |   |   | 106,589 |   |   |   | 122,450 |   |
| General and administrative |   |   | 11,963 |   |   |   | 15,200 |   |   |   | 42,441 |   |   |   | 44,678 |   |
| Research and development |   |   | 2,358 |   |   |   | 2,367 |   |   |   | 7,291 |   |   |   | 6,997 |   |
| Restructuring, impairment and other related charges |   |   | 1,101 |   |   |   | 5,290 |   |   |   | 1,101 |   |   |   | 11,387 |   |
| Total operating expenses |   |   | 51,695 |   |   |   | 68,619 |   |   |   | 157,422 |   |   |   | 185,512 |   |
| Operating loss |   |   | \\\(9,771 | \\\) |   |   | \\\(12,126 | \\\) |   |   | \\\(30,864 | \\\) |   |   | \\\(40,844 | \\\) |
| Other income \\\(expense\\\): |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest expense |   |   | \\\(8,090 | \\\) |   |   | \\\(8,203 | \\\) |   |   | \\\(24,121 | \\\) |   |   | \\\(20,424 | \\\) |
| Other income, net |   |   | 2,202 |   |   |   | 1,742 |   |   |   | 5,148 |   |   |   | 1,812 |   |
| Change in fair value – warrant liabilities |   |   | 14,315 |   |   |   | 6,892 |   |   |   | 14,750 |   |   |   | 11,319 |   |
| Total other income \\\(expense\\\), net |   |   | 8,427 |   |   |   | 431 |   |   |   | \\\(4,223 | \\\) |   |   | \\\(7,293 | \\\) |
| Net loss before income taxes |   |   | \\\(1,344 | \\\) |   |   | \\\(11,695 | \\\) |   |   | \\\(35,087 | \\\) |   |   | \\\(48,137 | \\\) |
| Income tax expense |   |   | \\\(76 | \\\) |   |   | \\\(53 | \\\) |   |   | \\\(155 | \\\) |   |   | \\\(148 | \\\) |
| Net loss |   |   | \\\(1,420 | \\\) |   |   | \\\(11,748 | \\\) |   |   | \\\(35,242 | \\\) |   |   | \\\(48,285 | \\\) |
| Net loss attributable to noncontrolling interest |   |   | \\\(22 | \\\) |   |   | \\\(28 | \\\) |   |   | \\\(73 | \\\) |   |   | \\\(83 | \\\) |
| Net loss attributable to Purple Innovation, Inc. |   | $ | \\\(1,398 | \\\) |   | $ | \\\(11,720 | \\\) |   | $ | \\\(35,169 | \\\) |   | $ | \\\(48,202 | \\\) |
| Net loss per share: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic |   | $ | \\\(0.32 | \\\) |   | $ | \\\(2.71 | \\\) |   | $ | \\\(8.09 | \\\) |   | $ | \\\(11.16 | \\\) |
| Diluted |   | $ | \\\(0.33 | \\\) |   | $ | \\\(2.71 | \\\) |   | $ | \\\(8.09 | \\\) |   | $ | \\\(11.16 | \\\) |
| Weighted average common shares outstanding: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic |   |   | 4,353 |   |   |   | 4,330 |   |   |   | 4,347 |   |   |   | 4,321 |   |
| Diluted |   |   | 4,360 |   |   |   | 4,337 |   |   |   | 4,354 |   |   |   | 4,328 |   |
5
**PURPLE INNOVATION, INC.**
**Condensed Consolidated Statements of Cash Flows**
**\(unaudited – in thousands\)**
|   |   | Nine Months Ended<br> September 30, | Nine Months Ended<br> September 30, | Nine Months Ended<br> September 30, | Nine Months Ended<br> September 30, | Nine Months Ended<br> September 30, | Nine Months Ended<br> September 30, |   |
|   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| Cash flows from operating activities: |   |   |   |   |   |   |   |   |
| Net loss |   | $ | \\\(35,242 | \\\) |   | $ | \\\(48,285 | \\\) |
| Adjustments to reconcile net loss to net cash used in operating activities: |   |   |   |   |   |   |   |   |
| Depreciation and amortization |   |   | 13,352 |   |   |   | 19,659 |   |
| Non-cash interest |   |   | 9,892 |   |   |   | 9,537 |   |
| Paid-in-kind interest |   |   | 14,232 |   |   |   | 11,266 |   |
| Non-cash restructuring, impairment and other related charges |   |   | 1,101 |   |   |   | 3,775 |   |
| Loss on disposal of property and equipment |   |   | 154 |   |   |   | 318 |   |
| Change in fair value – warrant liabilities |   |   | \\\(14,750 | \\\) |   |   | \\\(11,319 | \\\) |
| Stock-based compensation |   |   | \\\(172 | \\\) |   |   | 1,265 |   |
| Changes in operating assets and liabilities: |   |   |   |   |   |   |   |   |
| Accounts receivable |   |   | 29,722 |   |   |   | 7,847 |   |
| Inventories |   |   | 6,228 |   |   |   | \\\(8,907 | \\\) |
| Prepaid expenses and other assets |   |   | 4,949 |   |   |   | 755 |   |
| Operating leases, net |   |   | \\\(2,865 | \\\) |   |   | \\\(2,080 | \\\) |
| Accounts payable |   |   | \\\(514 | \\\) |   |   | \\\(4,464 | \\\) |
| Accrued compensation |   |   | \\\(4,182 | \\\) |   |   | \\\(1,650 | \\\) |
| Customer prepayments |   |   | \\\(1,715 | \\\) |   |   | \\\(1,202 | \\\) |
| Accrued rebates and allowances |   |   | \\\(7,271 | \\\) |   |   | 307 |   |
| Accrued warranty liabilities |   |   | \\\(198 | \\\) |   |   | \\\(407 | \\\) |
| Other accrued liabilities |   |   | \\\(2,083 | \\\) |   |   | \\\(4,445 | \\\) |
| Net cash provided by \\\(used in\\\) operating activities |   |   | 10,638 |   |   |   | \\\(28,030 | \\\) |
| Cash flows from investing activities: |   |   |   |   |   |   |   |   |
| Sale of property and equipment |   |   | — |   |   |   | 464 |   |
| Purchase of property and equipment |   |   | \\\(5,217 | \\\) |   |   | \\\(6,076 | \\\) |
| Investment in intangible assets |   |   | \\\(1,076 | \\\) |   |   | \\\(454 | \\\) |
| Net cash used in investing activities |   |   | \\\(6,293 | \\\) |   |   | \\\(6,066 | \\\) |
| Cash flows from financing activities: |   |   |   |   |   |   |   |   |
| Proceeds from related party loan |   |   | — |   |   |   | 39,000 |   |
| Payments for debt issuance costs |   |   | \\\(346 | \\\) |   |   | \\\(1,557 | \\\) |
| Net cash \\\(used in\\\) provided by financing activities |   |   | \\\(346 | \\\) |   |   | 37,443 |   |
| Net increase in cash and cash equivalents |   |   | 3,999 |   |   |   | 3,347 |   |
| Cash and cash equivalents, beginning of the period |   |   | 24,345 |   |   |   | 29,011 |   |
| Cash and cash equivalents, end of the period |   | $ | 28,344 |   |   | $ | 32,358 |   |
6
**PURPLE INNOVATION, INC.**
**RECONCILIATION OF GAAP TO NON-GAAP MEASURES**
**\(In thousands\)**
Management believes that the use of the following
non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments, which
we view as a better measure of our operating performance. These non-GAAP financial measures are EBITDA, adjusted EBITDA, adjusted net
loss and adjusted net loss per diluted share. Other companies may calculate these non-GAAP measures differently than we do. These non-GAAP
measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for our financial results
prepared in accordance with GAAP.
**Reconciliation of GAAP Net Income \(Loss\) to
Non-GAAP EBITDA and Adjusted EBITDA**
A reconciliation of GAAP net income \(loss\) to
the non-GAAP measures of EBITDA and adjusted EBITDA is provided below. EBITDA represents net loss before interest expense, income tax
expense, other income, net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to changes
in the fair value of the warrant liability, stock-based compensation expense, restructuring related charges, non-recurring legal fees,
strategic alternative costs, severance cost, impairment, SGI warrant amortization, showroom opening and closing costs and non-operating
facility expense. We believe EBITDA and Adjusted EBITDA provide additional useful information with respect to the impact of various
adjustments and provide meaningful measures of our operating performance.
|   |   | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> |   |   | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> |   |
|   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| GAAP net loss |   | $ | \\\(1,420 | \\\) |   | $ | \\\(11,748 | \\\) |   | $ | \\\(35,242 | \\\) |   | $ | \\\(48,285 | \\\) |
| Interest expense |   |   | 8,090 |   |   |   | 8,203 |   |   |   | 24,121 |   |   |   | 20,424 |   |
| Income tax expense |   |   | 76 |   |   |   | 53 |   |   |   | 155 |   |   |   | 148 |   |
| Other income, net |   |   | \\\(987 | \\\) |   |   | \\\(1,742 | \\\) |   |   | \\\(1,502 | \\\) |   |   | \\\(1,812 | \\\) |
| Depreciation and amortization |   |   | 4,464 |   |   |   | 9,777 |   |   |   | 13,352 |   |   |   | 19,658 |   |
| EBITDA |   |   | 10,223 |   |   |   | 4,543 |   |   |   | 884 |   |   |   | \\\(9,867 | \\\) |
| Adjustments: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Change in fair value - warrant liability |   |   | \\\(14,315 | \\\) |   |   | \\\(6,892 | \\\) |   |   | \\\(14,750 | \\\) |   |   | \\\(11,320 | \\\) |
| Stock-based compensation expense |   |   | 49 |   |   |   | 420 |   |   |   | \\\(172 | \\\) |   |   | 1.265 |   |
| Restructuring related charges |   |   | — |   |   |   | 65 |   |   |   | — |   |   |   | 6,850 |   |
| Non-recurring legal fees |   |   | 42 |   |   |   | 310 |   |   |   | 231 |   |   |   | 1,450 |   |
| Strategic alternative costs |   |   | 526 |   |   |   | 698 |   |   |   | 5,556 |   |   |   | 1,958 |   |
| Severance costs |   |   | — |   |   |   | 82 |   |   |   | 2,058 |   |   |   | 1,652 |   |
| Impairment |   |   | 1,101 |   |   |   | — |   |   |   | 1,101 |   |   |   | — |   |
| SGI warrant amortization |   |   | 1,838 |   |   |   | — |   |   |   | 1,838 |   |   |   | — |   |
| Showroom opening and closing costs |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 147 |   |
| Non-operating facility expense |   |   | — |   |   |   | 964 |   |   |   | — |   |   |   | 964 |   |
| Adjusted EBITDA |   | $ | \\\(536 | \\\) |   | $ | 190 |   |   | $ | \\\(3,254 | \\\) |   | $ | \\\(6,901 | \\\) |
7
**Reconciliation of GAAP Net Loss to non-GAAP Adjusted Net Loss and
Adjusted Net Loss per Diluted Share**
Our presentation of adjusted net loss assumes
that all net loss is attributable to Purple Innovation, Inc. \(i.e. there is no allocation of net loss to noncontrolling interests\), which
assumes the full exchange at the beginning of the period of all outstanding Paired Securities for shares of Class A common stock of Purple
Innovation, Inc., adjusted for certain nonrecurring items that we do not believe directly reflect our core operations. Adjusted net loss
per share, diluted, is calculated by dividing adjusted net loss by the total shares of Class A common stock outstanding plus any dilutive
warrants, options and restricted stock as calculated in accordance with GAAP and assuming the full exchange of all outstanding Paired
Securities as of the beginning of each period presented. Adjusted net loss and adjusted net loss per diluted share, are supplemental measures
of operating performance that do not represent, and should not be considered, alternatives to net loss and earnings per share, as calculated
in accordance with GAAP. We believe adjusted net loss and adjusted net loss per diluted share, supplement GAAP measures and enable us
to more effectively evaluate our performance period-over-period. A reconciliation of net loss, the most directly comparable GAAP measure,
to adjusted net loss and the computation of adjusted net loss per diluted share, are set forth below:
| \\\(in thousands, except per share amounts\\\) |   | Three Months Ended<br><br> September 30, | Three Months Ended<br><br> September 30, | Three Months Ended<br><br> September 30, | Three Months Ended<br><br> September 30, | Three Months Ended<br><br> September 30, | Three Months Ended<br><br> September 30, |   |   | Nine Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, |   |
|   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| Net loss |   | $ | \\\(1,420 | \\\) |   | $ | \\\(11,748 | \\\) |   | $ | \\\(35,242 | \\\) |   | $ | \\\(48,285 | \\\) |
| Income tax expense, as reported |   |   | 76 |   |   |   | 53 |   |   |   | 155 |   |   |   | 148 |   |
| Revenue reduction due to SGI contract |   |   | 941 |   |   |   | 941 |   |   |   | 2,822 |   |   |   | 1,568 |   |
| Change in fair value – warrant liabilities |   |   | \\\(14,315 | \\\) |   |   | \\\(6,892 | \\\) |   |   | \\\(14,750 | \\\) |   |   | \\\(11,319 | \\\) |
| Restructuring related charges |   |   | — |   |   |   | 5,290 |   |   |   | — |   |   |   | 12,382 |   |
| Strategic alternative costs |   |   | 526 |   |   |   | 698 |   |   |   | 5,556 |   |   |   | 1,958 |   |
| Adjusted net loss before income taxes |   |   | \\\(14,192 | \\\) |   |   | \\\(11,658 | \\\) |   |   | \\\(41,459 | \\\) |   |   | \\\(43,548 | \\\) |
| Adjusted income tax benefit\[^1\] |   |   | 3,676 |   |   |   | 3,026 |   |   |   | 10,738 |   |   |   | 11,279 |   |
| Adjusted net loss |   | $ | \\\(10,516 | \\\) |   | $ | \\\(8,632 | \\\) |   | $ | \\\(30,721 | \\\) |   | $ | \\\(32,269 | \\\) |
| Adjusted net loss per share, diluted |   | $ | \\\(2.41 | \\\) |   | $ | \\\(1.99 | \\\) |   | $ | \\\(7.06 | \\\) |   | $ | \\\(7.46 | \\\) |
| Adjusted weighted-average shares outstanding, diluted\[^2\] |   |   | 4,360 |   |   |   | 4,337 |   |   |   | 4,354 |   |   |   | 4,328 |   |
| \\\(1\\\) | Represents the estimated effective tax rate of 25.9% for the<br>three and nine months ended September 30, 2026 and 2025, applied to adjusted net income before income taxes. The estimated effective<br>tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended<br>state tax rates. |
| \\\(2\\\) | Assumes options and restricted stock units calculated in accordance<br>with GAAP and the full exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning of the period. |
8
A reconciliation of net loss per share, diluted,
to adjusted net loss per share, diluted is set forth below for the three months ended September 30, 2026 and 2025:
|   |   | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended | For the Three Months Ended |   |
| \\\(in thousands, except per share amounts\\\) |   | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 |   |   | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 |   |
|   |   | Net Loss | Net Loss |   |   | Weighted Average<br>  Shares,<br>  Diluted | Weighted Average<br>  Shares,<br>  Diluted |   |   | Net Loss per Share, Diluted | Net Loss per Share, Diluted |   |   | Net Loss | Net Loss |   |   | Weighted Average Shares, Diluted | Weighted Average Shares, Diluted |   |   | Net Loss per Share, Diluted | Net Loss per Share, Diluted |   |
| Net loss attributable to Purple Innovation Inc.\[^1\] |   | $ | \\\(1,398 | \\\) |   |   | 4,360 |   |   | $ | \\\(0.33 | \\\) |   | $ | \\\(11,720 | \\\) |   |   | 4,337 |   |   | $ | \\\(2.71 | \\\) |
| Assumed exchange of shares\[^2\] |   |   | \\\(22 | \\\) |   |   | — |   |   |   |   |   |   |   | \\\(28 | \\\) |   |   |   |   |   |   |   |   |
| Net loss |   |   | \\\(1,420 | \\\) |   |   |   |   |   |   |   |   |   |   | \\\(11,748 | \\\) |   |   |   |   |   |   |   |   |
| Adjustments to arrive at adjusted loss before taxes\[^3\] |   |   | \\\(12,772 | \\\) |   |   |   |   |   |   |   |   |   |   | 90 |   |   |   |   |   |   |   |   |   |
| Adjusted loss before taxes |   |   | \\\(14,192 | \\\) |   |   |   |   |   |   |   |   |   |   | \\\(11,658 | \\\) |   |   |   |   |   |   |   |   |
| Adjusted income tax benefit\[^4\] |   |   | 3,676 |   |   |   |   |   |   |   |   |   |   |   | 3,026 |   |   |   |   |   |   |   |   |   |
| Adjusted net loss |   | $ | \\\(10,516 | \\\) |   |   | 4,360 |   |   | $ | \\\(2.41 | \\\) |   | $ | \\\(8,632 | \\\) |   |   | 4,337 |   |   | $ | \\\(1.99 | \\\) |
| \\\(1\\\) | Represents net loss attributable to Purple Innovation, Inc.<br>and the associated weighted average diluted shares, of Class A common stock outstanding. For the three months ended September 30, 2026<br>and 2025, the Paired Securities are included in the beginning weighted average shares, diluted. |
| \\\(2\\\) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period. Also assumes the addition of net income attributable to noncontrolling<br>interests corresponding with the assumed exchange of the Paired Securities for shares of Class A common stock. |
| \\\(3\\\) | Represents the total impact of all adjustments identified in<br>the adjusted net income table above to arrive at adjusted income before income taxes. |
| \\\(4\\\) | Represents the estimated effective tax rate of 25.9% for the<br>three months ended, September 30, 2026 and 2025, applied to adjusted net income before income taxes. The estimated effective tax rates<br>are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state<br>tax rates assuming no valuation allowance. |
9
A reconciliation of net loss per share, diluted,
to adjusted net loss per share, diluted is set forth below for the nine months ended September 30, 2026 and 2025:
|   |   | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended |   |
|   |   | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 | September 30, 2026 |   |   | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 |   |
|   |   | Net Loss | Net Loss |   |   | Weighted Average<br>  Shares,<br>  Diluted | Weighted Average<br>  Shares,<br>  Diluted |   |   | Net Loss per Share, Diluted | Net Loss per Share, Diluted |   |   | Net Loss | Net Loss |   |   | Weighted Average Shares, Diluted | Weighted Average Shares, Diluted |   |   | Net Loss per Share, Diluted | Net Loss per Share, Diluted |   |
| Net loss attributable to Purple Innovation Inc.\[^1\] |   | $ | \\\(35,169 | \\\) |   |   | 4,354 |   |   | $ | \\\(8.09 | \\\) |   | $ | \\\(48,202 | \\\) |   |   | 4,328 |   |   | $ | \\\(11.16 | \\\) |
| Assumed exchange of shares\[^2\] |   |   | \\\(73 | \\\) |   |   | — |   |   |   |   |   |   |   | \\\(83 | \\\) |   |   | — |   |   |   |   |   |
| Net loss |   |   | \\\(35,242 | \\\) |   |   |   |   |   |   |   |   |   |   | \\\(48,285 | \\\) |   |   |   |   |   |   |   |   |
| Adjustments to arrive at adjusted loss before taxes\[^3\] |   |   | 6,556 |   |   |   |   |   |   |   |   |   |   |   | 4,737 |   |   |   |   |   |   |   |   |   |
| Adjusted loss before taxes |   |   | \\\(28,686 | \\\) |   |   |   |   |   |   |   |   |   |   | \\\(43,548 | \\\) |   |   |   |   |   |   |   |   |
| Adjusted income tax benefit\[^4\] |   |   | 7,430 |   |   |   |   |   |   |   |   |   |   |   | 11,279 |   |   |   |   |   |   |   |   |   |
| Adjusted net loss |   | $ | \\\(21,256 | \\\) |   |   | 4,354 |   |   | $ | \\\(4.88 | \\\) |   | $ | \\\(32,269 | \\\) |   |   | 4,328 |   |   | $ | \\\(7.46 | \\\) |
| \\\(1\\\) | Represents net loss attributable to Purple Innovation, Inc.<br>and the associated weighted average diluted shares, of Class A common stock outstanding. For the nine months ended September 30, 2026<br>and 2025, the Paired Securities are included in the beginning weighted average shares, diluted. |
| \\\(2\\\) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period if not already included in weighted average diluted shares in footnote<br>\\\(1\\\) above. Also assumes the addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of<br>the Paired Securities for shares of Class A common stock. |
| \\\(3\\\) | Represents the total impact of all adjustments identified in<br>the adjusted net income table above to arrive at adjusted income before income taxes. |
| \\\(4\\\) | Represents the estimated effective tax rate of 25.9% for the<br>nine months ended September 30, 2026 and 2025, applied to adjusted net income before income taxes. The estimated effective tax rates<br>are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state<br>tax rates assuming no valuation allowance. |
10



---

[^1]: ,400
[^2]: ,358
[^3]: ,491
[^4]: ,715</content>
                </data>
            

                <data>
                    <label>PRPL 10-Q, date: 2026-11-04 21:01 UTC</label>
                    <content><div align='center'>UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number: 001-37523

PURPLE INNOVATION, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (801) 756-2600</div>

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of November 2, 2026, shares of the registrant’s Class A common stock, $0.0001 par value per share, and shares of the registrant’s Class B common stock, $0.0001 par value per share, were outstanding.

<div align='center'>PURPLE INNOVATION, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

i

PART I. FINANCIAL INFORMATION</div>

ITEM 1. FINANCIAL STATEMENTS

<div align='center'>PURPLE INNOVATION, INC.

Condensed Consolidated Balance Sheets

(unaudited – in thousands, except for par value)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

PURPLE INNOVATION, INC.

Condensed Consolidated Statements of Operations

(unaudited – in thousands, except per share amounts)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

PURPLE INNOVATION, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(unaudited – in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

PURPLE INNOVATION, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited – in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

PURPLE INNOVATION, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)</div>

1. Organization

The mission of Purple Innovation, Inc. (the “Company” or “Purple Inc.”) is to deliver the greatest sleep ever invented.

The Company, collectively with its subsidiary Purple Innovation, LLC (“Purple LLC”) is an omni-channel business that began as a digitally-native vertical brand founded on comfort product innovation with premium offerings, and has since expanded into brick & mortar stores as a true omni-channel brand. The Company offers a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets and other products. The Company markets and sells its products through its direct-to-consumer e-commerce channels, retail brick-and-mortar wholesale partners, Purple showrooms, and third-party online retailers.

The Company was incorporated in Delaware on , as a special purpose acquisition company under the name of Global Partnership Acquisition Corp (“GPAC”). On February 2, 2018, the Company consummated a transaction structured similarly to a reverse recapitalization (the “Business Combination”) pursuant to which the Company acquired a portion of the equity of Purple LLC. At the closing of the Business Combination (the “Closing”), the Company became the sole managing member of Purple LLC, and GPAC was renamed Purple Innovation, Inc.

As the sole managing member of Purple LLC, Purple Inc. through its officers and directors is responsible for all operational and administrative decision making and control of the day-to-day business affairs of Purple LLC without the approval of any other member.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Purple Inc., its controlled subsidiary Purple LLC, and Purple LLC’s wholly owned subsidiary Advanced Comfort Technologies, Inc., dba Intellibed (“Intellibed”). All intercompany balances and transactions have been eliminated in consolidation. As of September 30, 2026, Purple Inc. held % of the common units of Purple LLC and Purple LLC Class B Unit holders held % of the common units in Purple LLC.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of a normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any other interim period or other future year.

5

PURPLE INNOVATION, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Liquidity and Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements.

The Company had cash and cash equivalents of approximately $ 28.3million and an accumulated deficit of $ 660.4million at September 30, 2026. The Company had a net loss of $ 35.2million and net cash provided by operating activities and used in investing activities of $ 10.6million and $ 6.3million, respectively, for the nine months ended September 30, 2026.

The Company has a history of recurring net losses and cash used in operations, an accumulated deficit, and requiring additional capital to fund its operations, invest in the business to expand sales and marketing efforts and invest in innovation. Debt service has consisted primarily of refinancingor extending the maturity date of the debt as well as paying-in-kind interest payments.As disclosed in Note 10 - Debt, the Company has elected to have interest paid-in-kind and added to the principal amount of the loans under the Amended and Restated Credit Agreement and on March 24, 2026, the Company executed the Third Amendment to the Amended and Restated Credit Agreement (the “Third Amendment”) with the Lenders to extend the maturity date of the Amended and Restated Credit Agreement from December 31, 2026 to April 30, 2027. In addition, certain requirements and events of default relating to the going concern qualification in our December 31, 2025 financial statements were waived (see Note 10 – Debt). Management has implemented plans to both increase its revenues from the sales of its products and to achieve cost savings within the next year, sufficient to generate positive operating cash flow levels. However, the Company cannot guarantee that it will have sufficient cash flow to meet the debt obligations when they become due within the next twelve months. The Company will need to raise additional capital or secure alternative financing arrangements, both of which are uncertain and not within the control of the Company. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has taken a number of actions to increase cash flow and support its operations and strategies. In August 2024, the Company implemented the Restructuring Plan (as defined below) to consolidate manufacturing operations resulting in cost savings. The Company has realized and plans to continue to realize direct material cost savings by concentrating efforts on driving gross margin improvement through various methods such as pricing actions, continued mix shift towards the Restore and Rejuvenate collections, and by driving cost savings through supply chain initiatives and manufacturing efficiency. The Company has delivered direct material cost savings from its supplier diversification efforts, improved scrap and yield results from continuous improvements, and outbound freight costs reflect cost improvements along with improved delivery reliability. The Company has been successful in subleasing the two manufacturing facilities that were vacated as part of the Restructuring Plan. The Company has also taken additional cost-saving initiatives in 2025 and the beginning of 2026 to reduce headcount and streamline responsibilities and reporting structure. Further, management’s plans include additional actions intended to improve liquidity and reduce costs, including a planned optimization of advertising spending, pacing the number of new store openings, efforts to mitigate tariff impacts by managing the country of origin, and other cost-saving initiatives. In the latter part of the second quarter of 2026, the Company announced a pricing action to increase the sales price of our various products to offset the impact of materials and logistics inflation related to the rise of fuel prices and to maintain gross margins.

The Company is currently evaluating potential strategic alternatives and opportunities to achieve additional liquidity through one or more future debt refinancings.

The consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Revenue Recognition – Consideration Payable to Customers

There have been no material changes to the Company’s revenue recognition policies as described in the Company’s Annual Report on Form 10-K, except for the following application of accounting guidance to certain arrangements with third-party manufacturers.

6

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company enters into arrangements with third-party manufacturers, including manufacturers under common control with certain customers, to produce mattress products sold to those customers. The Company evaluates these arrangements to determine whether payments to such manufacturers represent consideration payable to a customer or payments for goods or services received, in accordance with ASC 606—Revenue from Contracts with Customers.For certain customer-specific or exclusive product arrangements, the Company has concluded that payments to a manufacturer under common control with a customer are economically linked to the underlying customer arrangement and represent consideration payable to that customer. Accordingly, revenue for these arrangements is presented net of payments made to the third-party manufacturers.

Reclassification of Merchant and Financing Fees

In the second quarter of 2026, the Company changed the presentation of costs associated with merchant credit card processing fees and third-party consumer financing fees. These costs were previously presented within cost of revenues and are now presented within marketing and sales. The Company believes this presentation will enhance the comparability of our financial statements with those of our industry peers.

The table below presents the effect of the reclassification on the Company’s previously issued financial statements. This change in presentation had no impact on previously reported revenues, operating loss, net loss, or earnings per share. Additionally, the reclassifications did not impact the historical balance sheets or statement of cash flows.

The reclassifications have been reflected in all applicable financial information presented in these financial statements, including the related notes.

Refund of Tariffs

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On March 6, 2026, the Company filed a lawsuit in the U.S. Court of International Trade against the U.S. Customs and Border Protection (“CBP”), the CBP commissioner, and the United States of America seeking a full refund of all IEEPA tariffs that the Company has paid to the United States. In addition, the Company filed for qualifying refunds of tariffs with the CBP. During May and June 2026, the Company received $ million in refunds, including interest, representing all refunds applied for. These refunds related to cost of inventory that was sold in a prior period. Accordingly, the Company recorded $ million of the recovery as a reduction of cost of sales and $ million as interest income in other non-operating income for the nine months ended September 30, 2026 in the accompanying unaudited condensed consolidated financial statements.

Reverse Stock Split

On July 2, 2026, the Company’s stockholders approved a reverse stock split of its Class A common stock and Class B common stock (collectively, the “common stock”) at a ratio ranging from any whole number between to , with the exact ratio determined by the Company’s Board of Directors. On July 6, 2026, the Company’s Board of Directors approved a reverse stock split (“Reverse Stock Split”) of the Company’s common stock that became effective on July 19, 2026. Following the effectiveness of the Reverse Stock Split, every 25 shares of the Company’s common stock that were issued and outstanding, automatically converted into one outstanding share of common stock. All stock awards and warrants of the Company outstanding immediately prior to the Reverse Stock Split were proportionally adjusted. Unless otherwise indicated, all other share and per share amounts in this quarterly report reflect the effect of the Reverse Stock Split as though the Reverse Stock Split was effected prior to all periods presented.

7

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Reverse Stock Split did not change the Company’s authorized number of shares of common stock. The Reverse Stock Split did not change the par value of the common stock and, therefore, the Company reclassified an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Instead, any fractional share that would otherwise result from the Reverse Stock Split were rounded up to the next whole share of common stock. Proportionate adjustments were made to the number of shares authorized under the Company’s equity incentive plans, the number of shares subject to any award or purchase right under the Company’s equity incentive plans, and the exercise price or purchase price with respect to any stock award or warrant.

Variable Interest Entities

Purple LLC is a variable interest entity. The Company determined that it is the primary beneficiary of Purple LLC as it is the sole managing member and has the power to direct the activities most significant to Purple LLC’s economic performance as well as the obligation to absorb losses and receive benefits that are potentially significant. At September 30, 2026, Purple Inc. had a % economic interest in Purple LLC and consolidated % of Purple LLC’s assets, liabilities and results of operations in the Company’s unaudited condensed consolidated financial statements contained herein. The holders of Class B Units of Purple LLC (“Class B Units”) held % of the economic interest in Purple LLC as of September 30, 2026. For further discussion see Note 15 — Stockholders’ Equity.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to establish accounting policies and to make estimates and judgments that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The Company regularly makes estimates and assumptions including, but not limited to, estimates that affect revenue recognition, accounts receivable and the allowance for credit losses, valuation of inventories, sales returns, warranty returns, impairment reviews of long-lived assets and definite-lived intangible assets, warrant liabilities, stock based compensation, the recognition and measurement of loss contingencies, the recognition and measurement of restructuring and related charges, estimates of current and deferred income taxes, deferred income tax valuation allowances, and amounts associated with the Company’s tax receivable agreement with InnoHold, LLC (“InnoHold”). Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Actual results could differ materially from those estimates.

Segment Information

The Company operates in one operating segment. This is consistent with the organizational structure and internal reporting evaluated regularly by the Company’s Chief Executive Officerwho is our chief operating decision maker (“CODM”) when making operational decisions and allocating resources.For additional information regarding the Company’s segment reporting, refer to Note 20 – Segment Information and Concentrations.

Impairment Charges

The Company reviews its long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When evaluating long-lived assets and definite-lived intangible assets for potential impairment, the Company first determines if there are any indicators of impairment and if the carrying amount of the long-lived assets and definite-lived intangible assets might not be recoverable. If there are indicators of impairment, then the Company performs a recoverability test by comparing the carrying value of the assets to the estimated future cash flows (undiscounted and without interest charges - plus proceeds expected from disposition, if any). If the estimated undiscounted cash flows are less than the carrying value of the assets, the Company calculates an impairment loss. The impairment loss calculation compares the carrying value of its assets to the estimated fair value. When the Company recognizes an impairment loss, the carrying amount of the impaired assets are reduced to estimated fair value based on discounted cash flows, quoted market prices or other valuation techniques.

In September 2026, the Company relocated the Corporate Headquarters to one of its other facilities in Draper, Utah and began efforts to sublease the vacated office building. The Company determined this was a triggering event for potential impairment of one of its long-lived assets and a recoverability test was required. The resultant assessment performed by the Company determined there was an impairment and the Company recorded an impairment loss of $ million for the three and nine months ended September 30, 2026.

As of September 30, 2026, the Company determined there were indicators of impairment and performed recoverability tests on its long-lived and definite-lived intangible assets. The results of these tests indicated there was no impairment and no impairment loss was calculated.

8

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Recent Accounting Pronouncements

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements. The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense disclosures already required by GAAP that would need to be integrated within the new tabular disaggregated expense disclosures. Additionally, the amendments also require the disclosure of total selling expenses and an entity’s definition of those expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the potential impact this update will have on its expense disclosures in the notes to the consolidated financial statements.

Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The ASU removes all references to prescriptive and sequential software development stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this update will have on its consolidated financial statements and related disclosures.

Interim Reporting: Narrow-Scope Improvements

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-scope Improvements.” The ASU indicates that SEC registrants must continue to follow SEC rules for condensed financial statements. The ASU also compiles a comprehensive list of required interim disclosures for condensed statements from across the Codification. In addition, the ASU reinforces a disclosure principle requiring entities to provide interim disclosures for significant events or transactions that have a material effect since the most recent year-end, such as changes in accounting principles, key estimates, financing arrangements, long-term contracts, or the reporting entity. The amendments in this ASU are effective for public business entities for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim reporting once the ASU is adopted. As part of the ongoing evaluation, following the adoption of the ASU, the Company will ensure that the interim disclosure checklists are up-to-date and accurately reflect the required disclosures as outlined.

3. Restructuring, Impairment and Other Related Charges

In August 2024, the Company initiated a restructuring plan to strategically realign the Company’s focus on the achievement of operational efficiencies that are expected to improve profitability and provide for reinvesting in technology and marketing initiatives (the “Restructuring Plan”). The Company’s Restructuring Plan includes the permanent closure of its Grantsville and Salt Lake City, Utah manufacturing facilities to consolidate mattress production in its Georgia plant, and a headcount reduction at the Company’s Utah headquarters to drive additional operating efficiencies. The consolidation into the Georgia facility was finalized in December 2024 and the closure of the two Utah manufacturing facilities was completed in May 2025. The reduction in workforce at the Utah headquarters was completed in August 2024. All restructuring activities were completed in the third quarter of 2025.

9

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following table summarizes the restructuring, impairment and other related charges the Company recognized during the three and nine months ended September 30, 2025 in the unaudited condensed consolidated statement of operations (in thousands):

Accelerated depreciation of $ million and $ million for the three and nine months ended September 30, 2025, respectively, primarily represents increased depreciation expense associated with shortening the useful lives of the production equipment at the two Utah manufacturing facilities that were closed to reflect the remaining period these assets remained in service.

The write down of long-lived assets of $ million for the nine months ended September 30, 2025, represents the write-down to salvage value of other property and equipment located at the two Utah manufacturing facilities that were closed.

Impairment of assets included impairment charges of $ million for the nine months ended September 30, 2025 associated with the closing and subleasing of the Salt Lake City, Utah and Grantsville, Utah manufacturing facilities and related impairment charges associated with certain leasehold improvements of the property.

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PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)</div>

4. Fair Value Measurements

The Company uses the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are:

The classification of fair value measurements within the established three-level hierarchy is based upon the lowest level of input that is significant to the measurements. Financial instruments, although not recorded at fair value on a recurring basis include cash, cash equivalents, accounts receivables, accounts payable, and the Company’s debt obligations. The carrying amounts of cash, cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these accounts.

The estimated fair value of the Company’s related party debt is based on Level 2 and Level 3 inputs. Level 2 inputs include observable inputs such as market-based expectations for interest rates, credit risk and volatility. The unobservable Level 3 inputs are associated with the required rate of return for the security implied by the various issuances of debt bundled with warrants, which were valued using a Monte Carlo model and the timing and probability of a warrant reprice event, like a strategic alternative transaction. The estimated fair value of the Company’s related party debt was $ million and $ million as of September 30, 2026 and 2025, respectively.

The warrant liabilities (see Note 11 — Warrant Liabilitiesfor more information) are Level 3 instruments and use internal models to estimate fair value using certain significant unobservable inputs which require determination of relevant inputs and assumptions. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Significant inputs, certain of which are unobservable, include risk free interest rate, expected average life, expected dividend yield, expected volatility and the timing and probability of a warrant reprice event. These Level 3 liabilities generally decrease (increase) in value based upon an increase (decrease) in risk free interest rate and expected dividend yield. Conversely, the fair value of these Level 3 liabilities generally increases (decreases) in value if the expected average life or expected volatility were to increase (decrease).

The following table summarizes the Company’s total Level 3 liability activity for the nine months ended September 30, 2026 (in thousands):

<div align='center'>11

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)</div>

5. Revenue from Contracts with Customers

The Company markets and sells its products through direct-to-consumer e-commerce channels, Purple showrooms, retail brick-and-mortar wholesale partners, and third-party online retailers. Revenue is recognized when the Company satisfies its performance obligations under the contract which involves transferring the promised products to the customer, subject to shipping terms.

Disaggregated Revenue

The Company classifies revenue as either direct-to-consumer (“DTC”) or wholesale revenue. DTC revenues include the e-commerce channel which sells directly to consumers who purchase online, through the contact center, and through online marketplaces and the showrooms channel that sells directly to consumers who purchase at a Purple showroom location. The wholesale channel includes all product sales to the Company’s retail brick and mortar and online wholesale partners where consumers make purchases at their retail locations or through their online channels.

The following tables present the Company’s revenue disaggregated by sales channel (in thousands):

Contract Balances

Payments for the sale of products through the direct-to-consumer e-commerce channel, Purple showrooms and our contact center are collected at point of sale in advance of shipping the products. The amounts received for unshipped products are recorded as customer prepayments. Customer prepayments totaled $ million and $ million at September 30, 2026 and December 31, 2025, respectively. During the nine months ended September 30, 2026, the Company recognized all of the revenue that was deferred in customer prepayments at December 31, 2025.

6. Inventories

Inventories consisted of the following (in thousands):

<div align='center'>12

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)</div>

7. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Equipment in progress reflects equipment, primarily related to mattress manufacturing, which is being constructed and was not in service at September 30, 2026 or December 31, 2025. Interest capitalized on borrowings during the active construction period of major capital projects was de minimis during the three and nine months ended September 30, 2026, respectively, and totaled $ million and $ million during the three and nine months ended September 30, 2025, respectively. Depreciation expense was $ million and $ million during the three and nine months ended September 30, 2026, respectively, and was $ million and $ million during the three and nine months ended September 30, 2025, respectively. Included in depreciation expense for the three and nine months ended September 30, 2025, was $ million and $ million, respectively, related to accelerated depreciation associated with the Restructuring Plan. See Note 3— Restructuring and Impairment Chargesfor further discussion.

8. Leases

The Company leases its manufacturing and distribution facilities, corporate offices, Purple showrooms and certain equipment under non-cancelable operating leases with various expiration dates through 2036. The Company’s office and manufacturing leases provide for initial lease terms up to years, while Purple showrooms have initial lease terms of up to years. Certain leases may contain options to extend the term of the original lease. The exercise of lease renewal options is at the Company’s discretion. Any lease renewal options are included in the lease term if exercise is reasonably certain at lease commencement. The Company also leases vehicles and other equipment under both operating and finance leases with initial lease terms of three to five years. The ROU asset for finance leases totaled $ million and $ million at September 30, 2026 and December 31, 2025, respectively.

The following table presents the Company’s lease costs (in thousands):

13

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The table below reconciles the undiscounted cash flows for each of the first five years and total remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet at September 30, 2026 (in thousands):

As of September 30, 2026 and December 31, 2025, the weighted-average remaining term of operating leases was years and years, respectively, and the weighted-average discount rate of operating leases was % and %, respectively.

The following table provides supplemental information related to the Company’s unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):

9. Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

<div align='center'>14

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)</div>

10. Debt

Debt consisted of the following (in thousands):

2024 Credit Agreement

On January 23, 2024, Purple LLC, Purple Inc. and Intellibed (collectively, the “Loan Parties”) entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”), which amended and restated the then existing term loan agreement (“Term Loan Agreement”), with Coliseum Capital Partners (“CCP”) and other lenders (collectively, the “Lenders”) and Delaware Trust Company, as administrative agent. The Lenders agreed to assume the Loan Parties’ obligations under the Term Loan Agreement and refinance their existing obligations. A term loan in the amount of $ million (the “Related Party Loan”) was funded by the Lenders that repaid in full the $ million of term loans outstanding, repaid in full the $ million of asset based lending loans outstanding, paid fees, premiums and expenses incurred in connection with this transaction, and provided net proceeds to the Company (after payments of outstanding debt, unpaid accrued interest and expenses) equal to approximately $ million. Interest on the Related Party Loan is payable each month and as amended by the Third Amendment to the Amended A&R Credit Agreement (see below) the principal outstanding matures and is due on April 30, 2027. The Company has elected for interest to be capitalized and added to the principal amount of the loan. The Related Party Loan bears interest at a rate equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus %, with a floor of % per annum, plus (ii) % per annum (or, if Purple LLC elects to pay interest in kind to reduce it cash obligations, % per annum). Any prepayments of principal on or after August 7, 2024 but before August 7, 2025 are subject to a prepayment penalty of %, and any prepayments of principal on or after August 7, 2025 are subject to a prepayment penalty of %. The Loan Parties may request an additional term loan from the Lenders in an aggregate amount not to exceed $ million on terms requested by them to the extent agreed to by the Lenders at their discretion. The Amended and Restated Credit Agreement also removed restrictions and requirements typically associated with an asset-based loan.

In connection with the Amended and Restated Credit Agreement, the Company issued million warrants (the “2024 Warrants”) to the Lenders (see Note 11 – Warrant Liabilities) and incurred additional fees and expenses of $ million that were recorded as debt issuance costs in the first quarter of 2024 and are being amortized over the life of the loan.

The Amended and Restated Credit Agreement granted a security interest to the Lenders in substantially all of the assets (subject to certain limited exceptions) of the Loan Parties to secure the Loan Parties’ loans and other obligations under the Amended and Restated Credit Agreement, including a security interest in the intellectual property owned by the Loan Parties.

The Loan Parties (other than Purple LLC) provided an unconditional guaranty of the payment of all obligations and liabilities of Purple LLC under the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement also provides for standard indemnification of the Lenders and contains representations, warranties and certain covenants of the Loan Parties. While any amounts are outstanding under the Amended and Restated Credit Agreement, the Loan Parties are subject to a number of affirmative and negative covenants, including covenants regarding dispositions of property, investments, forming or acquiring subsidiaries, business combinations or acquisitions, incurrence of additional indebtedness and transactions with affiliates, among other customary covenants. The Loan Parties are also restricted from paying dividends or making other distributions or payments on their capital stock, subject to limited exceptions.

15

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

2025 Amendment

On March 12, 2025, the Loan Parties, entered into the First Amendment to the Amended and Restated Credit Agreement (the “2025 Amendment” and the Amended and Restated Credit Agreement as so amended, the “Amended A&R Credit Agreement”) with CCP and Blackwell Partners LLC – Series A (“Blackwell”) (collectively the “2025 Lenders”), which amends the Amended and Restated Credit Agreement. The 2025 Amendment, among other things, provides for an increase in the initial principal amount of the Related Party Loan by $ million (the “First Incremental Loan”) from an initial Related Party Loan principal amount of $ million to an initial aggregate principal amount of $ million, pursuant to Section 2.18 of the Amended and Restated Credit Agreement, and allows the Loan Parties to request one or more additional term loans from the 2025 Lenders in an initial aggregate principal amount not to exceed $ million on terms to be agreed to by the parties and subject to the approval of the Required Lenders (as defined in the Amended and Restated Credit Agreement). The First Incremental Loan will bear interest at the same rate as the Initial Loan (as defined in the Amended and Restated Credit Agreement), which may be paid in cash or in kind at the Company’s option.

The 2025 Amendment also provides that (i) the First Incremental Loan shall be senior in right of repayment to the Related Party Loan and (ii) in any voluntary or mandatory prepayment in part or in full of the First Incremental Loan for any reason, the Company will be required to pay an amount equal to the greater of (i) the Make-Whole Premium (as defined below) and (ii) % of the aggregate principal amount of the First Incremental Loan so prepaid, replaced or assigned. The “Make-Whole Premium” is determined as follows: on the date of prepayment, the excess of (A) (x) % of the principal amount of such First Incremental Loan, plus (y) the present value at such date of all remaining scheduled interest payments due on such First Incremental Loan from the prepayment date through the maturity date, assuming that all such interest accrues at the Make-Whole Premium Rate (as defined in the 2025 Amendment), computed using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points, over (B) the principal amount of such First Incremental Loan on such prepayment date.

The 2025 Amendment requires prepayment from certain amounts of proceeds received by the Company related to asset dispositions, equity issuances, incurrence of indebtedness, and extraordinary receipts. Additionally, upon an event of default, the 2025 Lenders may declare all or any portion of the term loan then outstanding to be accelerated and due and payable, immediately, including the prepayment premium. The Company determined that these features qualify as a derivative and must be bifurcated from the debt, but such value is de minimis. The Company will reassess whether the derivative has more than a de minimis value at each reporting period.

The 2025 Amendment also includes contingent interest upon an event of default at a rate of %. Certain non-credit related factors qualify as a derivative and must be bifurcated from the debt, but such value is de minimis.

In addition, the Company also paid (i) an amendment fee equal to % of the outstanding principal and accrued and unpaid interest under the Related Party Loan held by the 2025 Lenders, paid in kind and (ii) a % work fee of the initial aggregate principal amount of the First Incremental Loan paid to the 2025 Lenders, deducted from the proceeds at closing. Total fees and expenses of $ million were recorded as a debt discount upon issuance of the Incremental Loan and are being amortized over the life of the loan.

In connection with the 2025 Amendment, the Company issued to the 2025 Lenders, warrants (the “2025 Warrants”) to purchase million shares of the Company’s Class A common stock at a price of $ per share, subject to certain adjustments (see Note 11 – Warrant Liabilities). These 2025 Warrants include full-ratchet anti-dilution protections, subject to a floor of $ with respect to adjustments to the exercise price and expire on . The 2025 Warrants had a fair value of $ million upon issuance and were recorded as a debt discount upon issuance of the Incremental Loan and is being amortized over the life of the loan.

The 2025 Amendment was evaluated and determined to be a modification of debt as the effective borrowing rate was not reduced, therefore the 2025 Lenders did not grant a concession, and the 2025 Amendment terms were not substantially different from the Amended and Restated Credit Agreement.

16

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Second 2025 Amendment

On May 2, 2025, the Loan Parties entered into a Second Amendment to the Amended and Restated Credit Agreement (the “Second 2025 Amendment”) with the 2025 Lenders, which amends the Amended A&R Credit Agreement. The Second 2025 Amendment, among other things, provides for a commitment increase in the initial principal amount of the senior secured term loan facility by $ million (the “Second Incremental Loan”) from an aggregate principal amount of up to $ million (the “Existing Loan”) to an initial aggregate principal amount of up to $ million (the “Loan”) and allows the Loan Parties to request one or more additional term loans from the Lenders in an initial aggregate principal amount not to exceed $ million on terms to be agreed to by the parties and subject to the approval of the Required Lenders (as defined in the Amended A&R Credit Agreement). The Second Incremental Loan will bear interest at the same rate as the Existing Loan, which may be paid in cash or in kind at the Company’s option.

The Second 2025 Amendment also provides that (i) the Second Incremental Loan shall be senior in right of repayment to the initial $ million loan under the Amended and Restated Credit Agreement and pari passu with the First Incremental Loan and (ii) in any voluntary or mandatory prepayment in part or in full of the Second Incremental Loan for any reason, the Company will be required to pay an amount equal to the greater of (a) the Make-Whole Premium (as defined below) and (b) % of the aggregate principal amount of the Second Incremental Loan so prepaid, replaced or assigned. The “Make-Whole Premium” is determined as follows: on the date of prepayment, the excess of (A) (x) % of the principal amount of such Second Incremental Loan, plus (y) the present value at such date of all remaining scheduled interest payments due on such Second Incremental Loan from the prepayment date through the maturity date, assuming that all such interest accrues at the Make-Whole Premium Rate (as defined in the Second 2025 Amendment), computed using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points, over (B) the principal amount of such Second Incremental Loan on such prepayment date.

In addition, the Company also paid (i) an amendment fee equal to % of the outstanding principal and accrued and unpaid interest under the Existing Loan held by the 2025 Lenders, paid in kind to the 2025 Lenders, (ii) a work fee equal to % of the outstanding principal and accrued and unpaid interest under the Existing Loan, paid in cash to the Required Lenders, (iii) a waiver fee, to induce the Required Lenders to waive certain preemptive and right of first refusal rights, equal to % of the outstanding principal and accrued and unpaid interest under the Existing Loan, paid in cash to the Required Lenders, and (iv) a commitment fee equal to $ million, paid in cash to the Required Lenders.

In connection with the Second 2025 Amendment, the Company issued to the 2025 Lenders, warrants (the “2025 Additional Warrants”) to purchase million shares of the Company’s Common Stock at a price of $ per share, subject to certain adjustments (see Note 11 – Warrant Liabilities). These 2025 Additional Warrants include full-ratchet anti-dilution protections, subject to a floor of $ with respect to adjustments to the exercise price and expire on March 12, 2035. The 2025 Additional Warrants had a fair value of $ million upon issuance and were recorded as a debt discount upon issuance of the Incremental Loan and is being amortized over the life of the loan.

The Second 2025 Amendment was evaluated and determined to be a modification of debt since the 2025 Lenders did not grant a concession, as the effective borrowing rate was not reduced, and the 2025 Amendment terms were not substantially different from the Amended and Restated Credit Agreement.

17

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Third Amendment to the Amended A&R Credit Agreement

On March 24, 2026, the Loan Parties entered into a Third Amendment to the Amended A&R Credit Agreement with the Lenders, which revised the maturity date under the Amended A&R Credit Agreement from December 31, 2026, to April 30, 2027 and waived certain requirements and events of default relating to the going concern qualification in our December 31, 2025 financial statements. In connection with the Third Amendment, the Loan Parties agreed to pay to the Lenders an amendment fee in the aggregate amount of $ million, equal to % pro rata based on each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately $ million was payable-in-kind by adding such amount to the 2025 Lenders’ outstanding principal amount. The remaining $ million of the Amendment Fee was paid in cash to the other lenders. In connection with the Third Amendment, the Loan Parties also agreed to reimburse the 2025 Lenders for certain expenses in the amount of $ million.

Pursuant to the Third Amendment to the Amended A&R Credit Agreement, the Lenders waived certain requirements and events of default relating to the going concern qualification in our December 31, 2025 financial statements. Accordingly, the Company is in compliance as of September 30, 2026, with all covenants under the Amended A&R Credit Agreement.

The Company determined that it was experiencing financial difficulty and that the extension represented a concession granted by the Lenders as the effective borrowing rate was reduced. Accordingly, the Company accounted for the Third Amendment as a troubled debt restructuring. Since the undiscounted future cash payments were more than the carrying amount of the existing instrument, no gain was recognized. The impact of the revised terms, including the extension and associated amendment fee, has been reflected in the carrying amount of the debt and is being recognized through interest expense prospectively using a revised effective interest rate.

The Company has elected to have interest paid-in-kind and added to the principal amount of the loans. Interest expense under the Related Party Loan, the First Incremental Loan and the Second Incremental Loan for the three and nine months ended September 30, 2026, consisted of paid-in-kind interest of $ million and $ million, respectively, and debt issuance cost amortization of $ million and $ million, respectively. Interest expense under the Related Party Loan for the three and nine months ended September 30, 2025, consisted of paid-in-kind interest of $ million and $ million, respectively, and debt issuance cost amortization of $ million and $ million, respectively. The effective interest rate was % and % for the three and nine months ended September 30, 2026, respectively, and % and % for the three and nine months ended September 30, 2025, respectively.

11. Warrant Liabilities

On January 23, 2024, in connection with the Amended and Restated Credit Agreement, the Company issued million 2024 Warrants to the Lenders, on March 12, 2025, in connection with the 2025 Amendment, the Company issued million 2025 Warrants to the 2025 Lenders, on May 2, 2025, in connection with the Second 2025 Amendment, the Company issued million 2025 Additional Warrants to the 2025 Lenders, and on May 2, 2025, in connection with the SGI Agreements (as defined below), the Company issued to SGI warrants to purchase million shares of the Company’s Common Stock (the “SGI Warrants,” collectively, the “Warrants”). Each Warrant entitles the registered holder to purchase share of the Company’s Class A common stock at a price of $ per share, subject to adjustment. While the Warrants are exercisable, the Company may call the Warrants for redemption in whole and not in part at any time at a price of $ per share of Class A common stock issuable upon exercise of the Warrants upon not less than 45 days’ prior written notice of redemption to each holder, provided that this redemption right is only available if the reported last sale price of the Class A common stock equals or exceeds $ per share on each of 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the holders. The Warrants will expire on the -year anniversary of issuance, or earlier upon redemption. The holders do not have the rights or privileges of holders of Class A common stock or any voting rights until they exercise their Warrants. After the issuance of shares of Class A common stock upon exercise of the Warrants, each holder will be entitled to one vote for each share of Class A common stock held on all matters to be voted on by stockholders generally. A holder of the Warrants will not have the right to exercise its Warrants, to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of % of the shares of Class A common stock outstanding immediately after giving effect to such exercise. The Warrants contain a repurchase provision which, upon an occurrence of a fundamental transaction as defined in the warrant agreement, could give rise to an obligation of the Company to pay cash to the warrant holders. In addition, other provisions may lead to a reduction in the exercise price of the Warrants. The Company determined the fundamental transaction provisions require the Warrants to be accounted for as a liability at fair value on the date of the transaction, with changes in fair value recognized in earnings in the period of change. As a result, the liability for these Warrants was recorded at fair value on the date of issuance with the offset included in debt issuance costs. This liability is subsequently re-measured to fair value at each reporting date or exercise date with changes in the fair value included in earnings.

18

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company used a Monte Carlo Simulation model to determine the fair value of the liability associated with the Warrants. The model used key assumptions and inputs, such as exercise price, fair market value of common stock, risk free interest rate, warrant life, expected volatility and the probability of a warrant re-price event.

The Warrants had a fair value of $ million as of September 30, 2026. The Company recognized a $ million and a $ million benefit in the unaudited condensed consolidated statement of operations for the three months and nine months ended September 30, 2026, respectively related to a decrease in the fair value of the Warrants outstanding at the end of the period compared to the fair value of the Warrants at the end of 2025. The Company recognized a $ million and a $ million benefit in its unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2025 related to a net decrease in the fair value of the Warrants outstanding at the end of the period compared to the fair value of the Warrants at previous measurement dates.

12. Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):

13. Commitments and Contingencies

Warranty Liabilities

The Company provides a limited warranty on most of the products it sells. The estimated warranty return costs associated with products sold through DTC channels are expensed at the time of sale and included in cost of revenues. The estimated warranty return costs associated with products sold through the wholesale channel are recorded at the time of sale and included as an offset to net revenues. Estimates for DTC warranty costs are based primarily on historical warranty claims, estimated warranty costs and the estimate warranty claim rate. Estimates for wholesale warranty costs are based primarily on the historical warranty claim amounts and the estimated claim rate and may be adjusted for any current or expected trends as appropriate. Actual warranty claim costs could differ from these estimates. The Company regularly assesses and adjusts the estimate of accrued warranty claims by updating claims rates for actual trends and projected claim costs. The Company classifies estimated warranty costs expected to be paid beyond a year as a long-term liability. The Company has accrued $ million and $ million in estimated future warranty costs as of September 30, 2026 and December 31, 2025, respectively.

19

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Chief Executive Officer Cash Bonus Award

On January 26, 2024, the Company’s board of directors (the “Board”) approved an amendment to the Chief Executive Officer’s employment agreement. Under the amendment, the Company agreed that, among other things, the Chief Executive Officer will be eligible to earn a cash payment of up to $ million, less tax and other required withholdings, based on the volume weighted average price per share of the Company’s Class A common stock on NASDAQ during the period from March 16, 2026 through June 30, 2026 subject to his continued employment with the Company and payable in quarterly installments commencing with the first payroll period following June 30, 2026. The Company determined the provisions surrounding the future bonus payment required it to be accounted for as a liability at fair value on the date of the transaction, with changes in fair value recognized in earnings in the period of change. The bonus award expired on June 30, 2026 with no payout threshold achieved. The Company recorded a de minimis reduction of expense in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025 related to this bonus program.

On July 4, 2026, the Board and Robert T. DeMartini, the Company’s Chief Executive Officer entered into an amendment to the amended and restated employment agreement of Mr. DeMartini (the “Amendment”). Under the Amendment, the Company agreed that Mr. DeMartini will be eligible to earn an incremental aggregate cash bonus equal to $ million that will vest % on October 31, 2026, % on February 28, 2027, and % on June 30, 2027, provided he continues to be employed by the Company and subject to certain restrictions in the event his employment is terminated for cause prior to June 30, 2027. The Company recorded $ million in compensation expense in the unaudited condensed consolidated statement of operations for the three months and nine months ended September 30, 2026.

In addition, under the Amendment, in the event of Mr. DeMartini’s retirement, subject to certain conditions, all of Mr. DeMartini’s time-based vesting restricted stock units (“RSUs”) then outstanding and unvested will vest in accordance with the remaining schedule as if Mr. DeMartini remained employed for an additional twelve (12) months and all of Mr. DeMartini’s outstanding performance-based vesting RSUs (“PSUs”) then outstanding will be eligible to vest on a pro-rata basis, subject to the performance achieved at the same time as active Company employees with the same type of PSUs.

Senior Leadership Team Special Recognition Bonus

On January 26, 2024, the Board unanimously approved a special recognition bonus payment to certain members of the Company’s senior leadership team. The bonus was awarded to incentivize retention and continued engagement with the Company during these challenging times in the bedding industry. Each participant is eligible to earn a special recognition bonus payment equal to 15 months of their regular salary. The special recognition bonus payment is paid as follows, subject to the employee’s continued employment with the Company: % was paid in August 2024, % was paid in February 2025, and the remaining % was to be paid in August 2025. Certain members of the Company’s senior leadership team agreed to postpone their August 2025 payment until January 2026 for a % premium on the amount that was due to be paid in August 2025. The final bonus payment was made in January 2026. Related to this bonus payment, the Company recorded no compensation expense in 2026 and a $ and $ million compensation expense for the three and nine months ended September 30, 2025 in the unaudited condensed consolidated statement of operations.

Long-Term Incentive Cash Bonus Awards

On July 17, 2025, the Board unanimously approved a long-term incentive cash award to those employees eligible to participate in the Company’s 2017 Plan. The incentive award payment is based on a combination of time-based payments over a three-year period and performance-based payments paid in three years if certain financial performance targets are met.

On June 20, 2024, the Board unanimously approved a performance long-term incentive cash award to those employees eligible to participate in the Company’s 2017 Plan. The incentive award payment is based on a performance goal of the volume weighted average price per share of the Company’s Common Stock on NASDAQ on March 31, 2027. The Company determined the provisions surrounding the performance cash long-term incentive award require it to be accounted for as a liability at fair value at each reporting period, with changes in fair value recognized in earnings in the period of change.

The Company recorded a de minimis amount of compensation expense in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026 and 2025 related to these future award payments.

20

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Rights of Securities Holders

On January 23, 2024, in connection with the issuance of the 2024 Warrants, the Company entered into an amended and restated registration rights agreement with holders of the Warrants (the “Holders”), providing for the registration under the Securities Act of 1933, as amended, of the 2024 Warrants, the shares issuable upon the exercise of the 2024 Warrants and Common Stock held by the Holders as of such date, subject to customary terms and conditions.

On March 12, 2025 in connection with the issuance of the 2025 Warrants, the Company entered into a Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders, providing for the registration of the 2025 Warrants, the shares of Common Stock issuable upon the exercise of the Warrants, and the Common Stock held by the Holders as of such date (the “Registrable Securities”).

On May 2, 2025 in connection with the issuance of the 2025 Additional Warrants, the Company entered into a Third Amended and Restated Registration Rights Agreement (the “Third Amended Registration Rights Agreement”) with the Holders, providing for the registration under the Securities Act of the 2025 Additional Warrants, the shares issuable upon the exercise of the 2025 Additional Warrants, other warrants held by the Holders (and shares issuable upon exercise thereof) and the Common Stock held by the Holders as of such date (the “2025 Additional Registrable Securities”), subject to customary terms and conditions.

On May 2, 2025 in connection with the issuance of the SGI Warrants, the Company entered into a Registration Rights Agreement (the “SGI Registration Rights Agreement” and collectively with the 2025 Registration Rights Agreement and the Third Amended Registration Rights Agreement, the “Registration Rights Agreements”) with SGI, providing for the registration under the Securities Act of the SGI Warrants, the shares issuable upon the exercise of the SGI Warrants, and the Common Stock held by SGI as of such date (the “SGI Registrable Securities” and collectively with the 2025 Registrable Securities and 2025 Additional Registrable Securities, the “Registrable Securities”), subject to customary terms and conditions.

The Registration Rights Agreements entitle the investors party thereto to demand registration of the Registrable Securities and also to piggyback on the registration of Company securities by the Company and other Company securityholders. The Company will be responsible for the payment of the Holders’ expenses in connection with any offering or sale of Registrable Securities, including underwriting discounts or selling commissions, placement agent or broker fees or similar discounts, commissions or fees relating to the sale of certain Registrable Securities.

The registration statement filed on May 23, 2025, which registered the Registrable Securities, was declared effective by the SEC on May 30, 2025.

SGI Commercial Arrangements

On May 2, 2025, the Company entered into a Second Amendment to Master Retailer Agreement (the “MRA Amendment”) with Mattress Firm, Inc. (“Mattress Firm”), a business unit of SGI, which provides that SGI, through its Mattress Firm stores, will expand its inventory of the Company’s products across its national store network from approximately mattress slots to a minimum of mattress slots. The agreement includes a $ million fee to be paid by the Company to reimburse Mattress Firm for certain costs in transitioning to the product placement required by the agreement. The fee is accounted for under the provisions of ASC 606—Revenue from Contracts with Customers as consideration payable to a customer as a reduction of revenue over the life of the contract and is included in accrued rebates and allowances on the audited consolidated balance sheets. The Company recorded $ million and $ million as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively. The Company recorded $ million and $ million as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

Also on May 2, 2025, the Company entered into an Amended and Restated Master Vendor Supply and Services Agreement (the “Sherwood Agreement” and together with the MRA Amendment the “SGI Agreements”) with Tempur Sherwood, LLC, a subsidiary of Tempur Sealy. The Sherwood Agreement provides that Tempur Sherwood, LLC will have the exclusive right to assemble certain product lines, specifically Purple Royale, that the Company sells to Mattress Firm. The SGI Agreements expire on December 31, 2027. Revenue for certain product arrangements is presented differently depending on the nature of the underlying manufacturing relationships and the application of ASC 606—Revenue from Contracts with Customers. Under the guidance, payments to Tempur Sherwood, LLC are evaluated to determine whether they are economically linked to the underlying customer arrangement. The Company has concluded that certain payments to Tempur Sherwood, LLC are economically linked to the Mattress Firm MRA Amendment and therefore represent consideration payable to a customer. As a result of the Purple Royale launch in 2026, these payments are recorded as a reduction of revenue, and revenue is presented on a net basis. The Company recorded $ million and $ million in consideration paid to Tempur Sherwood, LLC as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively.

21

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

In connection with the SGI Agreements, the Company issued to SGI the SGI Warrants to purchase million shares of the Company’s Class A common stock at a strike price of $ per share. The SGI Warrants include full-ratchet anti-dilution protections, subject to a floor of $ with respect to adjustments to the exercise price and expire on March 12, 2035. The Company determined the warrants are required to be accounted for as a liability at the fair value of $ million on the date of the transaction (see Note 11 – Warrant Liabilities). The fair value of the warrants on the date of the transaction is accounted for under the provisions of ASC 606—Revenue from Contracts with Customers and deemed to be consideration payable to a customer as a reduction of revenue over the life of the contract. The Company recorded $ and $ million as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026. The Company recorded $ million and $ million as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

Non-Income Related Taxes

The U.S. Supreme Court ruling in South Dakota v. Wayfair, Inc., No.17-494, reversed a longstanding precedent that remote sellers are not required to collect state and local sales taxes. The Company cannot predict the effect of these and other attempts to impose sales, income or other taxes on e-commerce. The Company currently collects and reports on sales tax in all states in which it does business. However, the application of existing, new or revised taxes on the Company’s business, in particular, sales taxes, value-added tax and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products over the internet. The application of these taxes on the Company’s business could also create significant increases in internal costs necessary to capture data and collect and remit taxes. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which the Company conducts or will conduct business.

Legal Proceedings

On December 16, 2022, Purple’s founders filed a complaint against Purple Inc. in the Fourth Judicial District Court in the State of Utah. In that suit, the plaintiffs alleged that they each entered into employment agreements with Purple LLC in February 2018. The plaintiffs contended that certain corporate transactions reduced their “ownership interest and voting power in Purple” and that, as a result, they should have continued to be paid a salary when they retired from Purple LLC. The plaintiffs calculated that they were each owed “no less than $” in unpaid salary. In October 2023, the Court granted Purple Inc.’s motion and ordered that the claims brought by the plaintiffs be dismissed in full, with prejudice. The Court entered a final judgment dismissing the case in January 2024. The plaintiffs appealed. After oral arguments, on April 3, 2025, the Utah Court of Appeals ordered the case return to the District Court for further fact finding. The Utah Supreme Court declined to hear the case, sending back for further action at the trial court that we expect will continue into 2027. The Company maintains insurance to cover the costs of defending against claims of this nature and intends to continue to vigorously defend against these claims in the course of the plaintiffs’ appeal.

On April 3, 2023, Purple’s founders filed a complaint against Purple LLC in the Delaware Court of Chancery. The complaint alleges that Purple LLC breached the limited liability company agreement of Purple LLC by failing to pay the full amount of tax distributions owed under the agreement. The plaintiffs seek damages of approximately $ million in allegedly unpaid tax distributions as well as legal fees and expenses incurred in connection with the litigation. On June 13, 2023, Purple LLC filed an answer to the complaint denying the plaintiffs’ allegations, setting forth its affirmative defenses, and requesting dismissal of all claims and entry of judgment in Purple LLC’s favor. Discovery and motion practice are ongoing and are expected to continue into 2027. The outcome of the litigation cannot be predicted at this stage in the proceedings. Purple LLC denies all allegations and intends to vigorously defend against these claims.

On April 16, 2024, Purple’s founders, in their capacity as a former landlord of Purple LLC, brought a lawsuit against Purple LLC, as lessee, for amounts allegedly owed under a real estate lease which the parties terminated effective September 30, 2023. In the suit, the plaintiffs allege approximately $ million in damages, based primarily on a dispute regarding whether Purple LLC left the premises in the condition required by the lease. The plaintiffs further claim approximately $ million in holdover rent, as well as unspecified amounts in interest, late fees, liquidated damages, attorney fees and costs. Discovery and motion practice are ongoing and are expected to continue into 2027. The court has not yet set a date for trial. Purple LLC denies all allegations and intends to vigorously defend against these claims.

On July 24, 2024, a former part-time employee filed a class action lawsuit against Purple LLC in California Superior Court in the County of Alameda alleging failure to pay all wages, failure to pay overtime pay rate, failure to provide all meal periods, and other employment-related causes of action. The suit seeks damages, interest, attorneys’ fees, costs and other relief on behalf of all non-exempt California employees of Purple LLC during the applicable statutory periods. On September 30, 2024, the plaintiffs filed an amended complaint adding a claim for penalties under California’s Private Attorneys General Act. Purple LLC and the plaintiffs mediated the claims on May 8, 2025, which resulted in the parties agreeing to a settlement. The settlement agreement has been signed by the parties and the parties are currently waiting for the California Superior Court to approve the settlement.

22

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company is from time to time involved in various other claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not believe that adverse decisions in any such pending or threatened proceedings, or any amount that the Company might be required to pay by reason thereof, would have a material adverse effect on the financial condition or future results of the Company.

14. Related Party Transactions

The Company has engaged in various transactions with entities or individuals which are considered related parties.

Coliseum Capital Management, LLC

Immediately following the Business Combination, Adam Gray was appointed to the Board. Mr. Gray is a manager of Coliseum Capital, LLC, which is the general partner of CCP and Coliseum Co-Invest Debt Fund, L.P. (“CDF”), and he is also a managing partner of Coliseum Capital Management, LLC (“CCM”), which is the investment manager of Blackwell and also manages investment funds and accounts. Mr. Gray has voting and dispositive control over securities held by CCP, CDF and Blackwell. In April 2023, Adam Gray was appointed Chairman of the Board of the Company as part of an agreement to resolve litigation that had been brought by Coliseum against the Company. Refer to Note 10— Debt for more information on the Related Party Loan and amendments.

15. Stockholders’ Equity

Class A Common Stock

The Company has million shares of Class A common stock authorized. Holders of the Company’s Class A common stock are entitled to vote for each share held on all matters to be voted on by the stockholders. Holders of Class A common stock and holders of Class B common stock voting together as a single class have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. At September 30, 2026, million shares of Class A common stock were outstanding.

Class B Common Stock

The Company has million shares of Class B common stock authorized. Holders of the Company’s Class B common stock will vote together as a single class with holders of the Company’s Class A common stock on all matters properly submitted to a vote of the stockholders. Shares of Class B common stock may be issued only to InnoHold, their respective successors and assigns, as well as any permitted transferees of InnoHold. A holder may transfer their shares of Class B common stock to any transferee (other than the Company) only if such holder also simultaneously transfers an equal number of such holder’s Class B Units to such transferee. The Class B common stock is not entitled to receive dividends, if declared by the Board, or to receive any portion of any such assets in respect of their shares upon liquidation, dissolution, distribution of assets or winding-up of the Company in excess of the par value of such stock. At September 30, 2026, a de minimis number of shares of Class B common stock were outstanding.

Preferred Stock

The Company has million shares of preferred stock authorized. The preferred stock may be issued from time to time in one or more series. The Board is expressly authorized to provide for the issuance of shares of the preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, designations and other special rights or restrictions. On June 27, 2024, a de minimis number of shares of the Company’s authorized shares of preferred stock were designated as Series C Junior Participating Preferred Stock, par value $ per share (“Series C Preferred Shares”). In conjunction with the termination of the NOL Rights Plan, the Company filed a Certificate of Elimination eliminating the Series C Junior Participating Preferred Stock, effective May 7, 2025. At September 30, 2026, there were no shares of preferred stock outstanding.

23

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Warrants

The Company issued warrants in connection with various financing transactions and agreements. The Company had the following warrants outstanding at September 30, 2026 and December 31, 2025 (in thousands):

The following table provides the exercise price and expiration date for each warrant tranche as of September 30, 2026:

While the Warrants are exercisable, the Company may call the Warrants for redemption in whole and not in part at any time at a price of $ per share of common stock issuable upon exercise of the Warrants upon not less than 45 days’ prior written notice of redemption to each holder. This redemption right is only available if the reported last sale price of the Common Stock equals or exceeds $ per share on each of trading days within a -trading day period ending three business days before the Company sends the notice of redemption to the holders. A holder of the Warrants will not have the right to exercise its Warrants, to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of % of the shares of Common Stock outstanding immediately after giving effect to such exercise.

Noncontrolling Interest

Noncontrolling interest (“NCI”) is the membership interest in Purple LLC held by holders other than the Company. At September 30, 2026 and December 31, 2025, the combined NCI percentage in Purple LLC was % and %, respectively. The Company has consolidated the financial position and results of operations of Purple LLC and reflected the proportionate interest held by all such Purple LLC Class B Unit holders as NCI.

16. Income Taxes

The Company’s sole material asset is Purple LLC, which is treated as a partnership for U.S. federal income tax purposes and for purposes of certain state and local income taxes. Purple LLC’s net taxable income and any related tax credits are passed through to its members and are included in the members’ tax returns, even though such net taxable income or tax credits may not have actually been distributed. While the Company consolidates Purple LLC for financial reporting purposes, the Company will be taxed on its share of earnings of Purple LLC not attributed to the noncontrolling interest holders, who will continue to bear their share of income tax on its allocable earnings of Purple LLC. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under GAAP.

The Company reported $ million in income tax expense on a pretax loss of $ million for the nine months ended September 30, 2026 as compared to $ million in income tax expense on pretax loss of $ million for the nine months ended September 30,2025. This resulted in an effective tax rate of (%) for the nine months ended September 30, 2026 as compared to (%) for the nine months ended September 30, 2025. The Company’s effective tax rate for the nine months ended September 30, 2026 differs from the statutory federal rate of % primarily due to the impact of the full valuation allowance recorded against the Company’s deferred tax assets at September 30, 2026.

24

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

In connection with the Business Combination, the Company entered into a tax receivable agreement with InnoHold, which provides for the payment by the Company to InnoHold of 80% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) any tax basis increases in the assets of Purple LLC resulting from the distribution to InnoHold of the cash consideration, (ii) the tax basis increases in the assets of Purple LLC resulting from the redemption by Purple LLC or the exchange by the Company, as applicable, of Class B Paired Securities or cash, as applicable, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments it makes under the agreement.

As noncontrolling interest holders exercise their right to exchange or cause Purple LLC to redeem all or a portion of their Class B Units, a tax receivable agreement liability may be recorded based on 80% of the estimated future cash tax savings that the Company may realize as a result of increases in the basis of the assets of Purple LLC attributed to the Company as a result of such exchange or redemption. The amount of the increase in asset basis, the related estimated cash tax savings and the attendant liability to be recorded will depend on the price of the Company’s Class A common stock at the time of the relevant redemption or exchange.

The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties would be included on the related tax liability line in the consolidated balance sheet. As of September 30, 2026, the Company had unrecognized tax benefits of $ million.

17. Net Loss Per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of Class A common stock outstanding during each period. Diluted net income (loss) per share reflects the weighted-average number of common shares outstanding during the period used in the basic net income (loss) computation plus the effect of common stock equivalents that are dilutive.

The following table sets forth the calculation of basic and diluted weighted average shares outstanding and net loss per share for the periods presented (in thousands, except per share amounts):

25

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company excludes from the diluted net loss per common share computation potentially dilutive securities related to warrants, equity awards and convertible shares of Class B common stock when their exercise or performance vesting price is greater than the average market price of the Company’s common stock or they are otherwise anti-dilutive. Potentially dilutive securities that have been excluded from the calculation of diluted net loss per common share are as follows (in thousands):

18. Equity Compensation Plans

2017 Equity Incentive Plan

The Purple Innovation, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) provides for grants of stock options, stock appreciation rights, restricted stock units and other stock-based awards. Directors, officers and other employees, as well as others performing consulting or advisory services for the Company and its subsidiaries, are eligible for grants under the 2017 Plan. As of September 30, 2026, an aggregate of million shares remain available for issuance or use under the 2017 Plan.

Employee Stock Options

The following table summarizes the Company’s total stock option activity for the nine months ended September 30, 2026:

26

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The estimated fair value of Company stock options is amortized over the options’ vesting period on a straight-line basis. All outstanding stock options were vested as of January 1, 2026 and there was noremaining unrecognized stock compensation cost. There was nostock option expense for the three and nine months ended September 30, 2026 and was de minimis for the three and nine months ended September 30, 2025.

Employee Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2026:

The Company recorded a de minimis restricted stock unit expense during the three months ended September 30, 2026 and a restricted stock unit recapture benefit of $ 0.2million during the nine months ended September 30, 2026,.and the Company recorded a restricted stock unit expense of $ 0.4million and $ 1.3million during the three and nine months ended September 30, 2025, respectively.

For restricted stock units outstanding as of September 30, 2026, there were $ 0.1million of total unrecognized stock compensation costs with a remaining recognition period of 0.9years.

Aggregate Non-Cash Stock-Based Compensation

The Company has accounted for all stock-based compensation under the provisions of ASC 718 Compensation—Stock Compensation. This standard requires the Company to record a non-cash expense associated with the fair value of stock-based compensation over the requisite service period.

The following table summarizes the aggregate non-cash stock-based compensation recognized in the statement of operations for stock awards, employee stock options and employee restricted stock units (in thousands):

19. Employee Retirement Plan

In July 2018, the Company established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the IRS Code. All eligible employees over the age of 18 and with 4 months’ service are eligible to participate in the plan. The plan provides for the Company to match employee contributions up to 5% of eligible earnings. Company contributions immediately vest. The Company’s matching contribution expense was $ 0.7million and $ 2.2million for the three and nine months ended September 30, 2026, respectively, and $ 0.7million and $ 2.7million for the three and nine months ended September 30, 2025, respectively.

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PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)</div>

20. Segment Information and Concentrations

The Company designs and manufactures a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets, and other products. The Company has onereportable segment that operates an omni-channel distribution strategy which allows the Company to offer a seamless shopping experience to its customers across multiple sales channels.The Company’s onesegment markets and sells products through its direct-to-consumer e-commerce channels, retail brick-and-mortar wholesale partners, Purple showrooms, and third-party online retailers.

The accounting policies for the Company’s onesegment are the same as those described in Note 2 – Summary of Significant Accounting Policies. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income or loss as reported in the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The Company does not have intra-entity sales or transfers.

The CODM uses consolidated net loss to evaluate earnings generated from segment assets (return on assets) in deciding whether to reinvest profits into its single reportable segment or into other parts of the entity, such as for acquisitions. Consolidated net loss is also used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing the segment’s performance and in establishing management’s compensation.

The following table summarizes segment revenue, significant segment expenses, other segment items and segment profit or loss (in thousands):

The Company classifies products into two major categories: sleep products and other. Sleep products include mattresses, platforms, adjustable bases, mattress protectors, pillows and sheets. Other products include cushions and various other products. In the three and nine months ended September 30, 2026 and 2025 sales of other products accounted for less than 3.0% of net revenues.

28

PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company defines international revenues as sales to customers located outside of the United States. In the three and nine months ended September 30, 2026 and 2025 international customers accounted for less than 1.0% of net revenues.

The Company had one individual customer that accounted for approximately 28.6% and 39.0% of accounts receivable at September 30, 2026 and December 31, 2025, respectively, and approximately 12.5% and 11.6% of net revenue during the three months and nine months ended September 30, 2026, respectively and approximately 17.3% and 14.8% of net revenue during the three and nine months ended September 30, 2025, respectively.

The Company currently obtains materials and components used in production from outside sources. As a result, the Company is dependent upon suppliers that in some instances, are the sole source of supply. The Company is continuing efforts to dual-source key components. The failure of one or more of the Company’s suppliers to provide materials or components on a timely basis could significantly impact the results of operations. The Company believes that it can obtain these raw materials and components from other sources of supply in the ordinary course of business, although an unexpected loss of supply over a short period of time may not allow for the replacement of these sources in the ordinary course of business.

The Company maintains its cash balances in financial institutions based in the United States that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 for each financial institution per entity. At times, the Company’s cash balance deposited at financial institutions exceeds the federally insured deposit limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to these deposits.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to provide a review of the operating results and financial condition of Purple Innovation, Inc. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in “Part I. Item 1. Financial Statements.” Capitalized terms used in this “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and not otherwise defined shall have the meanings set forth in “Part I. Item. 1 Financial Statements.”

<div align='center'>FORWARD-LOOKING STATEMENTS</div>

This quarterly report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that represent our current expectations and beliefs. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. In some cases, you can identify these statements by forward-looking words such as “believe,” “expect,” “project,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” “may,” “might,” the negative of these words and other similar words.

All forward-looking statements included in this Quarterly Report are made only as of the date hereof. It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses (including the discussion under the heading “Outlook for Growth”), and other characterizations of future events or circumstances are forward-looking statements.

We caution and advise readers that these statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those included in the “Risk Factors” section of this Quarterly Report and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on April 28, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2026. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements and investors are cautioned not to place undue reliance on any such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. Solely for convenience, some of the trademarks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trademarks and trade names.

Overview of Our Business

Our mission is to deliver the greatest sleep ever invented.

We began as a digitally native vertical brand founded on comfort product innovation with premium offerings, and have since expanded into brick & mortar stores as a true omni-channel brand. We offer a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets and more. Our products are the result of decades of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary Hyper-Elastic Polymer gel technology underpins many of our comfort products and provides a range of benefits that differentiate our products from our competitors. Specially engineered to relieve pressure, maintain an ideal body temperature, and provide instantly adaptive support, Purple’s patented technology has been tested rigorously within medical and consumer applications for over 30 years. Originally designed for use in hospital beds and wheelchairs, we adapted this unique pressure-relieving material for our mattresses, pillows and other cushion products.

We market and sell our products via our direct-to-consumer channel, which includes Purple.com (our direct-to-consumer e-commerce), Purple showrooms, our customer contact center and online marketplaces (collectively “DTC”), and our wholesale channel through retail brick-and-mortar and online wholesale partners.

Organization

Our business consists of Purple Inc. and its consolidated subsidiary, Purple LLC. As the sole managing member of Purple LLC, Purple Inc., through its officers and directors, is responsible for all operational and administrative decision making and control of the day-to-day business affairs of Purple LLC without the approval of any other member. At September 30, 2026, Purple Inc. had a 99.94% economic ownership interest in Purple LLC while Class B unit holders had the remaining 0.06%.

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Recent Developments in Our Business

Operational Developments

We continue building on the progress we made in the past year and remain focused on where we believe we can make the most impact. The demand environment remained challenging in the third quarter of 2026 as overall revenue was down 18.7% across all channels. E-commerce revenues were down 6.3%, showroom revenues were down 15.7% and wholesale revenues were down 31.0% compared to the third quarter of 2025. Industry trends remain under pressure as higher interest rates and financing costs, along with increasing costs continue to weigh on housing and mattress demand. DTC performance early in the quarter was weak as the price increases we implemented in June had a greater impact on demand than anticipated. However, business improved in the second half of the quarter with better performance during the holiday promotional period. Wholesale revenues were down mainly due to the performance of our regional and independent partners, and an increase in reductions of revenue due to certain payments to customers and a manufacturer under common control with a customer. Operationally, we continue to see the benefits of previous actions taken in areas we can control and we believe that we are operating from a stronger foundation than a year ago. We continue to invest in innovation with new mattresses expecting to roll out over the next two quarters across our Essentials and Hybrid collections.

Impact of Revenue Presentation for Certain Product Arrangements

Revenue for certain product arrangements is presented differently depending on the nature of the underlying manufacturing relationships and the application of ASC 606— Revenue from Contracts with Customers. Under the guidance, payments to third-party manufacturers, including manufacturers under common control with certain customers, are evaluated to determine whether they are economically linked to an underlying customer arrangement. For certain customer-specific or exclusive product programs where the manufacturer is under common control with the customer, we have concluded that payments to the manufacturer are economically linked to the customer relationship and therefore represent consideration payable to a customer. As a result, these payments are recorded as a reduction of revenue, and revenue is presented on a net basis. We recorded $1.7 million and $7.2 million in consideration paid as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three months and nine months ended September 30, 2026, respectively. This presentation results in reported revenue being lower than the gross amount billed to the customer. While the net presentation affects reported revenue, it does not impact gross profit dollars for these arrangements. The distinction reflects the application of GAAP to different fact patterns rather than a difference in the underlying economics of the transactions.

Debt Financings

On March 24, 2026, the Loan Parties entered into the Third Amendment with the Lenders, which revised the maturity date under the Amended A&R Credit Agreement from December 31, 2026, to April 30, 2027 and waived certain requirements and events of default relating to the going concern qualification in our December 31, 2025 financial statements. In connection with the Third Amendment, the Loan Parties agreed to pay to the Lenders an amendment fee in the aggregate amount of $1.6 million, equal to 1.25% pro rata based on each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately $1.3 million was paid-in-kind by adding such amount to the 2025 Lenders’ outstanding principal amount. The remaining $0.3 million of the Amendment Fee was paid in cash to the other lenders. In connection with the Third Amendment, the Loan Parties also agreed to reimburse the 2025 Lenders for certain expenses in the amount of $0.3 million.

Reclassification of Merchant and Financing Fees

In the second quarter of 2026, we changed the presentation of costs associated with merchant credit card processing fees and third-party consumer financing fees. These costs were previously presented within cost of revenues and are now presented within marketing and sales. We believe this presentation will enhance the comparability of our financial statements with those of our industry peers.

The tables below present the effect of the reclassification on our previously issued financial statements. This change in presentation had no impact on previously reported revenues, operating loss, net loss, or earnings per share. Additionally, the reclassifications did not impact the historical balance sheets or statement of cash flows.

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Review of Strategic Alternatives

We have engaged with multiple parties about a broad range of opportunities to maximize shareholder value, including, but not limited to, a merger, sale or other strategic or financial transaction. The Board has formed a special committee of independent directors and we have engaged a financial advisor to support them in evaluating a range of options and exploring other potential strategic alternatives. If we are unsuccessful in engaging in a favorable strategic alternative, then our ability to grow our business and compete with larger, including combined, competitors may be adversely affected.

Impact of United States Tariff Policy

We continue to actively manage the impact of recent United States tariff policies. Importantly, all of our mattresses are manufactured in the United States, and about 15% of our cost of goods is tied to products sourced from overseas. This limited exposure is primarily concentrated in the textile side of the business, which includes sheets and mattress covers, but also includes the import of bases and foundations. Tariffs impacted us by approximately $0.1 million and $1.9 million during the three and nine months ended September 30, 2026, respectively, due to our mitigation efforts which have reduced the overall impact to our initial expectations. The tariff landscape remains fluid, and we are actively evaluating sourcing alternatives and pricing strategies on a case-by-case basis. We believe that our vertically integrated model and strong vendor relationships give us the flexibility to remain agile and responsive to changes in tariff policies, and we believe that we will be able to partially mitigate these impacts through a combination of supply chain repositioning, vendor collaborations, and selective pricing actions. On March 6, 2026, we filed a lawsuit in the U.S. Court of International Trade against the U.S. Customs and Border Protection (“CBP”), the CBP commissioner, and the United States of America seeking a full refund of the tariffs imposed under the International Emergency Economic Powers Act that the Company has paid to the United States. During the second quarter of 2026, we received $5.5 million in tariff refunds plus interest (See Note 2 – Summary of Significant Accounting Policies, Refund of Tariffs).

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Pricing Actions

In the latter part of the second quarter of 2026, we announced a pricing action to increase the sales price of our products across all mattress and pillow products to offset the impact of materials and logistics inflation related to the rise of fuel prices and to maintain gross margins. All price increases were in effect with all customers by the end of the third quarter of 2026.

Reverse Stock Split

On July 2, 2026, our stockholders approved a reverse stock split of our Class A common stock and Class B common stock (collectively, the “common stock”) at a ratio ranging from any whole number between 1-for-10 to 1-for-30, with the exact ratio determined by the Board of Directors. On July 6, 2026, the Board of Directors approved a 1-for-25 reverse stock split (“Reverse Stock Split”) of our common stock that became effective on July 19, 2026. Following the effect of the Reverse Stock Split, every 25 shares of our common stock that were issued and outstanding automatically converted into one outstanding share of common stock. All stock awards and warrants outstanding immediately prior to the Reverse Stock Split were proportionally adjusted.

The Reverse Stock Split did not change our authorized number of shares of common stock. The Reverse Stock Split did not change the par value of the common stock and, therefore we reclassified an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Instead, any fractional share that would otherwise result from the Reverse Stock Split will be rounded up to the next whole share of common stock. Proportionate adjustments were made to the number of shares authorized under our equity incentive plans, the number of shares subject to any award or purchase right under our equity incentive plans, and the exercise price or purchase price with respect to any stock award or warrant.

Impairment Charges

In September 2026, we relocated our corporate headquarters to one of our other facilities in Draper, Utah and began efforts to sublease the vacated office building. We determined this was a triggering event for potential impairment of one of our long-lived assets and a recoverability test was required. We performed the recoverability test by comparing the carrying value of the asset to the estimated future cash flows (undiscounted and without interest charges). When the estimated undiscounted cash flows are less than the carrying value of the assets, we calculate an impairment loss. The impairment loss calculation compared the carrying value of its assets to the estimated fair value based on discounted cash flows, quoted market prices or other valuation techniques. The resultant assessment we performed determined there was an impairment and we recorded an impairment loss of $1.1 million for the three and nine months ended September 30, 2026. When we recognize an impairment loss, the carrying amount of the impaired asset is reduced to estimated fair value.

Nasdaq Matters

On August 7, 2026, we were formally notified by The Nasdaq Stock Market LLC that we had demonstrated compliance with the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) and all other applicable criteria for continued listing on The Nasdaq Global Select Market. Accordingly, the previously disclosed listing matter before the Nasdaq Hearings Panel (the “Panel”) has been closed. The Panel has imposed a Mandatory Panel Monitor for a period of one year, through August 7, 2027. If during the monitoring period, our closing bid price falls below $1.00 per share for 30 consecutive business days, we will not be eligible for a 180-day compliance period otherwise available under the Nasdaq Listing Rules. Rather, Nasdaq would issue a delist determination, which we could then appeal by requesting a hearing before the Panel. Our securities may be at that time delisted from Nasdaq.

On September 30, 2026, we received a letter from the Listing Qualifications Department of Nasdaq notifying us that for the last 30 consecutive business days, our Market Value of Publicly Held Shares (“MVPHS”) was below the minimum of $15 million required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C) (the “MVPHS Requirement”). The notification of noncompliance has no immediate effect on the listing or trading of our Class A common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we are given 180 calendar days from the date of the notification (the “Compliance Period”), or until March 29, 2027 (the “Compliance Date”), to regain compliance with respect to the MVPHS Requirement. To regain compliance with the MVPHS Requirement, our MVPHS must close at $15 million or more for a minimum of ten consecutive business days during the Compliance Period. If we do not regain compliance by the Compliance Date, Nasdaq will notify us that our securities are subject to delisting. At that time, we may appeal any such delisting determination to a hearings panel. However, there can be no assurance that, if the Staff issues a delisting determination and we appeal the delisting determination, such appeal would be successful. Alternatively, we may consider applying for transfer to the Nasdaq Capital Market, provided we meet all the continued listing requirements of the Nasdaq Capital Market.

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Executive Summary – Results of Operations

Net revenues decreased $22.3 million, or 18.7%, to $96.5 million for the three months ended September 30, 2026 compared to $118.8 million for the three months ended September 30, 2025. The decrease in revenue was driven by a $16.0 million or 31.0% decrease in our wholesale revenue, a $3.4 million or 15.7% decrease in showroom net revenues and a $2.9 million or 6.3% decrease in E-commerce net revenues. Wholesale revenues were down mainly due to lower industry demand and the performance of our regional and independent partners, and an increase in reductions of revenue due to certain payments to customers and a manufacturer under common control with a customer. The other decreases were due mainly to weak DTC performance early in the quarter as the price increases we implemented in June had a greater impact on demand than anticipated. However, business improved in the second half of the quarter with better performance during the holiday promotional period.

Gross profit decreased $14.6 million, or 25.8%, to $41.9 million for the three months ended September 30, 2026 compared to $56.5 million for the three months ended September 30, 2025. Our gross profit decreased $10.6 million due to lower sales and $4.0 million due to lower gross profit percentage. Our gross profit percentage decreased to 43.4% of net revenues in the third quarter of 2026 from 47.6% in the third quarter of 2025 primarily due to reduced production volumes and increases in material costs, partially offset by reduced tariff costs.

Operating expenses decreased $16.9 million, or 24.7%, to $51.7 million for the three months ended September 30, 2026 compared to $68.6 million for the three months ended September 30, 2025. This decrease was driven by a $5.4 million decrease in employee and wholesale marketing related expenses, a $5.3 million decrease in restructuring related costs from last year, a $3.7 million decrease in advertising spending and $3.6 million decrease in all other operating expenses, partially offset by a $1.1 million increase in impairment on our leases.

Total other income (expense), net was $8.4 million net other income for the three months ended September 30, 2026, compared to $0.4 million net other income for the three months ended September 30, 2025. The other income, net for the three months ended September 30, 2026 consists of a $14.3 million gain from the change in the fair value of warrants, $2.2 million in other income, partially offset by $8.1 million in interest expense. The other income, net in the three months ended September 30, 2025 consists of a $6.9 million gain from the change in the fair value of warrants, $1.7 million in other income, partially offset by $8.2 million in interest expense.

Net loss attributable to Purple Inc. was $1.4 million for the three months ended September 30, 2026 compared to a net loss of $11.7 million for the three months ended September 30, 2025. The $10.3 million decrease in net loss was primarily due to reduced operating expenses and the increase in gain from change in fair value of the warrants partially offset by lower margins.

Outlook for Growth

The way we think about the business today is fundamentally different than a year ago. Last year was about reshaping the business for a tougher market – right sizing our cost structure, strengthening the foundation and restoring profitability. Now, we are focused on growth with our strategic focus areas that build on what is already working and how we are running our business. We believe we are well positioned to grow our business given our new grid innovation, evolved messaging strategy, our new cost structure and other cost saving initiatives. Our Path to Premium Sleep strategy remains focused on the following three priorities to drive growth:

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There is no guarantee that we will be able to effectively execute on these initiatives, which are subject to risks, uncertainties, and assumptions that are difficult to predict, including the risks described in the “Risk Factors” section of this Quarterly Report and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026 and our Quarterly Reports on Form 10-Q filed with the SEC on April 28, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2026. Therefore, actual results may differ materially and adversely from those described above. In addition, we may, in the future, adapt these focuses in response to changes in the market or our business.

Operating Results for the Three Months Ended September 30, 2026 and 2025

The following table sets forth for the periods indicated, our results of operations and the percentage of total revenue represented in our unaudited condensed consolidated statements of operations (dollars in thousands):

Revenues, Net

Net revenues decreased $22.3 million, or 18.7%, to $96.5 million for the three months ended September 30, 2026 compared to $118.8 million for the three months ended September 30, 2025. The decrease in revenue was driven by a $16.0 million or 31.0% decrease in our wholesale revenue, a $3.4 million or 15.7% decrease in showroom net revenues and a $2.9 million or 6.3% decrease in E-commerce net revenues. Wholesale revenues were down $12.0 million related to lower industry demand mainly in our regional and independent partners and an increase of $4.0 million in reductions of revenue due to certain payments to customers and a manufacturer under common control with a customer. The DTC decreases were due mainly to weak DTC performance early in the quarter as the price increases we implemented in June had a greater impact on demand than anticipated. However, business improved in the second half of the quarter with better performance during the holiday promotional period. In addition, there was a shift in timing in the prior year as Rejuvenate orders in the second quarter were delivered in the third quarter.

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Total Cost of Revenues

Total cost of revenues decreased $7.7 million, or 12.4%, to $54.6 million for the three months ended September 30, 2026, compared to $62.3 million for the three months ended September 30, 2025. This decrease was due primarily to lower revenue volumes and $2.0 million in lower tariff payments. Our gross profit percentage decreased to 43.4% of net revenues in the third quarter of 2026 from 47.6% in the third quarter of 2025, due mainly to reduced production volumes and inventory adjustments, partially offset by reduced tariff costs and favorable channel mix.

Marketing and Sales

Marketing and sales expense decreased $9.5 million, or 20.7%, to $36.3 million for the three months ended September 30, 2026 compared to $45.8 million for the three months ended September 30, 2025. This decrease primarily consisted of a $3.7 million decrease in advertising spending, a $3.2 million decrease in various marketing activities and professional services, a $1.7 million decrease in employee-related expenses due to headcount reductions and $0.9 million decrease in all other marketing and sales expenses.

General and Administrative

General and administrative expense decreased $3.2 million, or 21.3%, to $12.0 million for the three months ended September 30, 2026 compared to $15.2 million for the three months ended September 30, 2025. This decrease was due to a $1.7 million decrease in employee related costs due to headcount reductions, a $0.7 million reduction in professional and legal fees and a $0.8 million decrease in all other general and administrative costs.

Research and Development

Research and development expense remained flat at $2.4 million for the three months ended September 30, 2026 and 2025.

Restructuring, Impairment and Other Related Charges

Impairment charges were $1.1 million for the three months ended September 30, 2026 due to the impairment of one of our leases as we moved our headquarters to an existing facility. We incurred $5.3 million of restructuring, impairment and other related charges during the three months ended September 30, 2025.

Operating Loss

Operating loss decreased $2.3 million, or 19.4%, to $9.8 million, for the three months ended September 30, 2026, compared to $12.1 million for the three months ended September 30, 2025. This decrease in our operating loss is the result of lower operating expenses partially offset by lower gross profits.

Interest Expense

Interest expense totaled $8.1 million for the three months ended September 30, 2026 compared to $8.2 million for the three months ended September 30, 2025. This decrease was primarily due to lower amortization of debt issuance costs, partially offset by additional interest incurred on a higher principal balance on the outstanding debt.

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Other Income, Net

Other income was $2.2 million for the three months ended September 30, 2026 compared to $1.7 million for the three months ended September 30, 2025. This increase was mainly due to a $0.7 million patent infringement settlement partially offset by a $0.2 million decrease in other income items.

Change in Fair Value – Warrant Liabilities

Our warrants contain certain provisions that did not meet the criteria for equity classification and therefore are recorded as liabilities with a re-measurement of fair value at each reporting date. We incurred a $14.3 million gain on the change in fair value of our warrant liabilities for the three months ended September 30, 2026 related to the decrease in fair value from the previous reporting date, due mainly to the reduction in stock price. For the three months ended September 30, 2025, we recognized a $6.9 million gain related to the decrease in fair value of the warrant liability during that period.

Income Tax (Expense) Benefit

We had a $0.1 million income tax expense for the three months ended September 30, 2026 and de minimis tax expense for 2025. The income tax expense amounts in both the third quarter of 2026 and 2025 were related to various state taxes.

Noncontrolling Interest

We calculate net loss attributable to noncontrolling interests on a quarterly basis using their weighted average ownership percentage. Net loss attributed to noncontrolling interests was negligible for the three months ended September 30, 2026 and 2025.

Operating Results for the Nine Months Ended September 30, 2026, and 2025

The following table sets forth for the periods indicated, our results of operations and the percentage of total revenue represented in our unaudited condensed consolidated statements of operations (dollars in thousands):

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Revenues, Net

Net revenues decreased $37.5 million, or 11.4%, to $290.5 million for the nine months ended September 30, 2026, compared to $328.0 million for the nine months ended September 30, 2025. This decrease was primarily driven by a $29.3 million or 21.1% decrease in our wholesale revenue due to a $14.2 million decrease in wholesale sales volume related to lower industry demand mainly in our regional and independent partners and an increase of $15.1 million in reductions of revenue due to certain payments to customers and a manufacturer under common control with a customer. These payments represent consideration paid to a customer and are recorded as a reduction of revenue. In addition, E-commerce net revenues decreased $8.3 million, or 6.2% due to overall market demand and showroom net revenues remained flat.

Total Cost of Revenues

Total cost of revenues decreased $19.4 million, or 10.6%, to $163.9 million for the nine months ended September 30, 2026, compared to $183.4 million for the nine months ended September 30, 2025. This decrease was due primarily due to lower sales volumes, increases in material and freight costs, a $5.3 million credit for tariff refunds we received in the second quarter and costs of $7.2 million to a manufacturer under common control that were booked against revenues. Our gross profit percentage decreased to 43.6% for the first nine months in 2026 from 44.1% in the first nine months of 2025.

Marketing and Sales

Marketing and sales expense decreased $15.9 million, or 13.0%, to $106.6 million for the nine months ended September 30, 2026, compared to $122.4 million for the nine months ended September 30, 2025. This decrease is due to a decrease of $6.8 million in professional fees and other marketing costs, a decrease of $4.9 million in advertising spending, and a decrease of $4.2 million for payroll related costs.

General and Administrative

General and administrative expense decreased $2.2 million, or 5.0%, to $42.4 million for the nine months ended September 30, 2026, compared to $44.7 million for the nine months ended September 30, 2025. This decrease was primarily due to a $5.8 million decrease in employee-related expenses due to headcount reductions and a $0.1 million decrease in other expenses, partially offset by a $3.6 million increase in strategic alternative costs.

Research and Development

Research and development expense increased $0.3 million, or 4.2%, to $7.3 million for the nine months ended September 30, 2026, compared to $7.0 million for the nine months ended September 30, 2025. This increase is due to an increase in professional services during the period.

Restructuring, Impairment and Other Related Charges

Impairment charges were $1.1 million for the nine months ended September 30, 2026 due to the impairment of one of our leases as we moved our headquarters to an existing facility. We incurred $11.4 million of restructuring, impairment and other related charges during the nine months ended September 30, 2025.

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Operating Loss

Operating loss decreased $10.0 million, or 24.4%, to $30.8 million, for the nine months ended September 30, 2026, compared to $40.8 million for the nine months ended September 30, 2025. This decrease in our operating loss is the result of the reduced marketing and sales expenses and restructuring and impairment charges in 2026, partially offset by reduced gross profit due to lower revenues and lower gross profit margins.

Interest Expense

Interest expense totaled $24.1 million for the nine months ended September 30, 2026, compared to $20.4 million for the nine months ended September 30, 2025. This increase was primarily due to additional interest incurred on a higher principal balance on the Related Party Loan as the Company elected the paid-in-kind option on monthly interest over the past 12 months.

Change in Fair Value – Warrant Liabilities

Our warrants contain certain provisions that did not meet the criteria for equity classification and therefore are recorded as liabilities with a re-measurement of fair value at each reporting date. We incurred a $14.8 million gain on the decrease in the fair value of our warrant liabilities for the nine months ended September 30, 2026. For the nine months ended September 30, 2025, we recognized an $11.3 million gain related to the decrease in fair value of the warrant liability during that period.

Income Tax (Expense) Benefit

We had a $0.2 million income tax expense for the nine months ended September 30, 2026, compared to $0.1 million income tax expense for the nine months ended September 30, 2025. The income tax expense amounts in the nine months ended September 30, 2026 and 2025 were related to various state taxes.

Noncontrolling Interest

We calculate net income or loss attributable to noncontrolling interests on a quarterly basis using the weighted average ownership percentage. Net loss attributed to noncontrolling interests was de minimis for the nine months ended September 30, 2026 and 2025.

Liquidity and Capital Resources

Our historical principal sources of funds are cash flows from operations and cash and cash equivalents on hand, supplemented with borrowings made pursuant to various loan agreements. Principal uses of funds consist of capital expenditures, working capital needs, operating lease payment obligations and investing in innovation. In accordance with the terms of our various loan agreements, we have elected to pay interest in kind on our loans to reduce cash obligations. Our working capital needs depend largely upon the timing of cash receipts from product sales, payments to vendors and others, changes in inventories, and operating lease payment obligations. Our cash and cash equivalents and working capital positions were $28.3 million and $(117.6) million, respectively, as of September 30, 2026 compared to $24.3 million and $35.2 million, respectively, as of December 31, 2025. The change in working capital position at September 30, 2026 is due to our debt maturity date now being within the next 12 months. We had an accumulated deficit of $660.4 million at September 30, 2026. We incurred a net loss of $35.2 million for the nine months ended September 30, 2026, with net cash provided by operating activities of $10.6 million.Cash used for capital expenditures was $5.2 million for the nine months ended September 30, 2026. Our capital expenditures in 2026 have primarily consisted of additional investments made in our manufacturing operations and showroom facilities. Additional details regarding our current debt are described above in Note 10 - Debt.

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We have a history of recurring net losses and cash used in operations, an accumulated deficit, and requiring additional capital to fund our operations, invest in the business to expand sales and marketing efforts and invest in innovation.Our financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2026, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to our ability to continue as a going concern within one year after the date of the issuance of such financial statements.

Debt service has consisted primarily of refinancing or extending the maturity date of the debt as well as paying-in-kind interest payments.As disclosed in Note 10 - Debt,the Company has elected to have interest paid-in-kind and added to the principal amount of the loans under the Amended and Restated Credit Agreement and on March 24, 2026, the Company executed the Third Amendment to the Amended and Restated Credit Agreement (the “Third Amendment”) with the Lenders to extend the maturity date of the Amended and Restated Credit Agreement from December 31, 2026 to April 30, 2027. In addition, certain requirements and events of default relating to the going concern qualification in our December 31, 2025 financial statements were waived (see Note 10 – Debt). Management has implemented plans to both increase its revenues from the sales of its products and to achieve cost savings within the next year, sufficient to generate positive operating cash flow levels. However, the Company cannot guarantee that it will have sufficient cash flow to meet the debt obligations when they become due within the next twelve months. The Company will need to raise additional capital or secure alternative financing arrangements, both of which are uncertain and not within the control of the Company. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has taken a number of actions to increase cash flow and support its operations and strategies. In August 2024, the Company implemented the Restructuring Plan to consolidate manufacturing operations resulting in cost savings. The Company has realized and plans to continue to realize direct material cost savings by concentrating efforts on driving gross margin improvement through various methods such as pricing actions, continued mix shift towards the Restore and Rejuvenate collections, and by driving cost savings through supply chain initiatives and manufacturing efficiency. The Company has delivered direct material cost savings from its supplier diversification efforts, improved scrap and yield results from continuous improvements, and outbound freight costs reflect cost improvements along with improved delivery reliability. The Company has been successful in subleasing the two manufacturing facilities that were vacated as part of the Restructuring Plan. The Company has also taken additional cost-saving initiatives in 2025 and the beginning of 2026 to reduce headcount and streamline responsibilities and reporting structure. Further, management’s plans include additional actions intended to improve liquidity and reduce costs, including a planned optimization of advertising spending, pacing the number of new store openings, efforts to mitigate tariff impacts by managing the country of origin, and other cost-saving initiatives. In the latter part of the second quarter of 2026, the Company announced a pricing action to increase the sales price of our various products to offset the impact of materials and logistics inflation related to the rise of fuel prices and to maintain gross margins. The Company is currently evaluating potential strategic alternatives and opportunities to achieve additional liquidity through one or more future debt refinancings.

Other Contractual Obligations

Other material contractual obligations primarily include operating lease payment obligations. See Note 8 - Leasesof the unaudited condensed consolidated financial statements for additional information on leases.

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Cash Flows for the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

The following summarizes our cash flows for the nine months ended September 30, 2026 and 2025 as reported in our unaudited condensed consolidated statements of cash flows (in thousands):

Cash provided by operating activities was $10.6 million for the nine months ended September 30, 2026 compared to cash used in operating activities of $28.0 million for the nine months ended September 30, 2025. The $38.6 million increase in year-over-year cash provided by operating activities included a $36.3 million increase in cash provided from the changes in operating assets and liabilities, a $13.0 million decrease in net loss partially offset by a $10.7 million decrease in non-cash adjustments.

Cash used in investing activities reflected net capital expenditures of $5.2 million and $6.1 million and investment in intangibles of $1.1 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively. The nine months ended September 30, 2025 was partially offset by $0.5 million for the sale of certain property and equipment. Capital expenditures in 2026 consisted primarily of additional investments made in our manufacturing operations and showroom facilities.

Cash used in financing activities was $0.3 million for the nine months ended September 30, 2026 compared to cash provided by financing activities of $37.4 million during the nine months ended September 30, 2025. Cash used in financing activities for 2026 consisted of amendment fees paid in cash to certain lenders for the Third Amendment. Financing activities for 2025 included $39.0 million of proceeds from the additional financing in 2025 offset in part by $1.6 million in payments for debt issuance costs.

Critical Accounting Estimates

We discuss our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operationsin our 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026. There have been no significant changes in our critical accounting policies since the end of fiscal 2025.

Available Information

Our website address is www.purple.com. We make available free of charge on the Investor Relations portion of our website, investors.purple.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.

We also use the Investor Relations portion of our website, investors.purple.com, as a channel of distribution of additional Company information that may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website shall not be deemed to be incorporated herein by reference.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on the outstanding borrowings. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. The proceeds we received from the Related Party Loan entered into in January 2024 bear interest at a variable rate which exposes us to market risks relating to changes in interest rates. As of September 30, 2026, we had $142.2 million of variable rate debt associated with the Related Party Loan. Based on this debt level, an increase of 100 basis points in the effective interest rate on the outstanding debt amount would result in an increase in interest expense of approximately $1.4 million over the next 12 months.

We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO” and together with the CEO, the “Certifying Officers”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, and the above criteria, our Certifying Officers concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.

(b) Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION</div>

ITEM 1. LEGAL PROCEEDINGS

The Company is from time to time involved in various claims, legal proceedings and complaints arising in the ordinary course of business. Please refer to Note 13 — Commitments and Contingenciesto the unaudited condensed consolidated financial statements contained in this report for certain information regarding our legal proceedings.

ITEM 1A. RISK FACTORS

The Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected by a number of factors, whether currently known or unknown, including those described below and in Part I, Item 1A of the 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026 under the heading “Risk Factors.” There have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026, except as set forth below.

Risks Relating to our Common Stock

Nasdaq may delist our securities from its exchange, which could harm our business and limit our stockholders’ liquidity.

Our common stock is currently listed on Nasdaq, which has listing criteria. We cannot assure that our common stock will continue to be listed on Nasdaq in the future. To continue listing our common stock on Nasdaq, we must maintain certain governance, financial, distribution and stock price levels. Generally, we must maintain a minimum market value of publicly held shares, a minimum amount in stockholders’ equity or other financial measures, a minimum number of holders of our common stock, and a $1.00 minimum per share bid price for our common stock. We have in the past experienced, and may experience in the future, noncompliance with Nasdaq’s continued listing requirements.

On September 30, 2026, we received a letter from the Listing Qualifications Department of Nasdaq. The letter notified us that, for the prior 30 consecutive business days, the market value of our publicly held shares (“MVPHS”) was below the $15 million minimum required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). The letter has no immediate effect on the listing or trading of our common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have until March 29, 2027 to regain compliance. To regain compliance, our MVPHS must close at or above $15 million for at least ten consecutive business days. If we do not regain compliance by March 29, 2027, Nasdaq will notify us that our common stock is subject to delisting. At that point we may appeal the determination to a Nasdaq Hearings Panel, but there can be no assurance that any appeal would be successful. Alternatively, we may apply to transfer our common stock to The Nasdaq Capital Market. There can be no assurance that we would meet that market’s continued listing requirements or that any transfer application would be approved. We intend to monitor our MVPHS and evaluate available options to regain compliance. However, there can be no assurance that we will regain compliance with the MVPHS requirement or maintain compliance with Nasdaq’s other continued listing requirements.

If we are unable to comply with Nasdaq’s continued listing requirements, our common stock may be subject to delisting. If Nasdaq delists our common stock from trading on its exchange or if we decide to voluntarily delist from Nasdaq and/or deregister our common stock under the federal securities laws, we could face significant material adverse consequences, including but not limited to (i) a limited availability of market quotations for our common stock; (ii) reduced liquidity for our common stock; (iii) a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; (iv) a limited amount of news and analyst coverage, and in the event of deregistration of our common stock, less public disclosure about us; and (v) a decreased ability to issue additional securities or obtain additional financing in the future.

ITEM 5. OTHER INFORMATION

10b5-1 Trading Plans

During the third quarter of 2026, none of our directors or executive officers adoptedor terminatedany “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

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SIGNATURE</div>

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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